NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ON – January 23, 2019 – ProMIS Neurosciences Inc. (“ProMIS” or the “Company”) (TSX: PMN); (OTCQB:ARFXF) is pleased to announce that it has closed a private placement of 9,560,000 units (the “Units”) at a price of CDN$0.23 (or US$0.173) per Unit (the “Offering Price”) for gross proceeds of approximately CDN$2,198,800 (the “Offering”).
“We are pleased with the completion of this private placement”, stated Dr. Elliot Goldstein, ProMIS President and CEO. “The additional funds allow us to capitalize on the continued interest we are seeing from large pharma in our programs targeting toxic forms of alpha-synuclein for Parkinson’s disease (PD) and TDP43 for ALS (amyotrophic lateral sclerosis). ProMIS will continue to generate data showing the high degree of selectivity and competitive advantages of ProMIS novel antibody programs with a view to accelerate a possible partnering deal for our PD and ALS assets.”
Each Unit consisted of one common share of the Company (each a “Share”) and one share purchase warrant of the Company (each a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Share (“a “Warrant Share”) at an exercise price of $0.48 per Warrant Share at any time for five years following the closing date of the Offering (the “Closing Date”). The expiry date of the Warrants is subject to acceleration such that if following the four month anniversary of the Closing Date, the twenty-day volume-weighted average trading price (“20 day VWAP”) of the Shares on the TSX is greater than $1.00, or the Company enters into a partnering deal within 18 months of the closing of the Offering with minimum proceeds of US$5 million and the 20 day VWAP is greater than $0.48 at any time following the announcement of such a partnering deal. The Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on a day that is not less than 30 calendar day after the date of such press release.
In connection with the Offering, the Company paid to qualified finders a cash commission in the aggregate amount of $39,445 (the “Finder’s Fee”) equal to 7% of the gross proceeds from the sale of Units to purchasers introduced by such finders. The Company also issued a total of 164,500 finder’s warrants (the “Finder’s Warrants”) equal to 7% of the number of Units sold to purchasers introduced by such finders. The Finder’s Warrants will have the same terms as the Warrants that form part of the Offering.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring on May 23, 2019 in accordance with applicable securities laws. Net proceeds from the Offering are intended to be used for working capital and general corporate purposes.
Closing of the Offering is subject to customary conditions, including TSX final approval. The Offering was offered to qualified investors in the provinces of Alberta, British Columbia and Ontario, and otherwise in those jurisdictions where the Offering can lawfully be made including the United States under applicable private placement exemptions.
Three insiders of the Company subscribed for an aggregate of 556,214 units, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuances to the insiders are exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the fair market value of the units issued to or the consideration paid by such person did not exceed 25% of the Company’s market capitalization.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About ProMIS Neurosciences Inc.
ProMIS Neurosciences, Inc. is a development stage biotechnology company focused on discovering and developing antibody therapeutics selectively targeting toxic oligomers implicated in the development and progression of neurodegenerative diseases, in particular Alzheimer’s disease (AD), amyotrophic lateral sclerosis (ALS) and Parkinson’s disease (PD). The Company’s proprietary target discovery platform is based on the use of two complementary thermodynamic, computational discovery engines -ProMIS and Collective Coordinates – to predict novel targets known as Disease Specific Epitopes on the molecular surface of misfolded proteins. Using this unique precision approach, the Company is developing novel antibody therapeutics for AD, ALS and PD. ProMIS is headquartered in Toronto, Ontario, with offices in Cambridge, Massachusetts. ProMIS is listed on the Toronto Stock Exchange under the symbol PMN, and on the OTCQB Venture Market under the symbol ARFXF.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release contains certain forward-looking information, including about the timing and completion of the Offering, the receipt of TSX approval and the expected use of proceeds from the Offering. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company’s current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information:
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