/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, July 28, 2020 /CNW/ - Aequus Pharmaceuticals Inc.
(TSXV: AQS) (OTCQB: AQSZF) ("Aequus" or the
"Company"), a specialty pharmaceutical company with a focus
on developing, advancing and promoting differentiated products, is
pleased to announce a "best efforts" public offering led by Cormark
Securities Inc. ("Cormark"), acting as agent, of units of
the Company (the "Units") at a price of C$0.08 per Unit, for aggregate gross proceeds to
be determined in the context of the market (the "Offering").
Each Unit shall consist of one common share of the Company and
one-half of one common share purchase warrant (each whole
common share purchase warrant, a "Warrant"). Each Warrant
shall entitle the holder thereof to purchase one common share at an
exercise price of C$0.12 for a period
of thirty-six (36) months following the closing date of the
Offering. The Warrants will include an acceleration provision,
exercisable at the Company's option, if the Company's daily volume
weighted average share price is greater than C$0.20 for ten consecutive trading days.
The Offering is expected to be conducted in each of the
provinces of British Columbia,
Alberta, Saskatchewan, Manitoba and Ontario pursuant to a prospectus supplement to
the Company's base shelf prospectus dated September 16, 2019.
In connection with the Offering, the Company intends to enter
into an agency agreement with Cormark (the "Agency
Agreement"). Until such time as the Agency Agreement is entered
into, Cormark is under no obligation to sell any of the Units. The
Company expects to close the Offering on or about August 6, 2020, or such other date as may be
mutually agreed to by the Company and Cormark. Completion of the
Offering is subject to a number of customary closing conditions,
including the execution of definitive documentation and receipt of
any required regulatory approvals, including receipt of the
approval of the TSX Venture Exchange for the listing of the common
shares issuable on closing and issuable upon the exercise of the
Warrants.
Aequus intends to use the net proceeds of the Offering to
purchase inventory for the launch of the Evolve® line of
preservative free dry eye products, associated marketing and
commercialization costs, regulatory application costs for
preservative-free bimatoprost 0.03% and general corporate and
working capital purposes.
Doug Janzen, Chairman and Chief
Executive Officer, Ann Fehr, Chief
Financial Officer, and a director of Aequus, are expected to
purchase 3,125,000 Units, 125,000 Units and 625,000 Units,
respectively, under the Offering. The issuance of Units to these
individuals under the Offering constitutes a related-party
transaction under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). These transactions are exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as
neither the fair market value of any securities issued to, nor the
consideration paid by, such individuals would exceed 25.0% of the
Company's market capitalization.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States or in any other
jurisdiction. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold within the United States unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
About Aequus Pharmaceuticals
Aequus Pharmaceuticals Inc. (TSX-V: AQS, OTCQB: AQSZF) is a
growing specialty pharmaceutical company focused on developing and
commercializing high quality, differentiated products. Aequus has
grown its sales and marketing efforts to include several commercial
products in ophthalmology and transplant. Aequus plans to build on
its Canadian commercial platform through the launch of additional
products that are either created internally or brought in through
an acquisition or license; remaining focused on highly specialized
therapeutic areas. For further information, please visit
www.aequuspharma.ca.
Forward-Looking Statements:
This release contains forward-looking statements or
forward-looking information under applicable Canadian securities
legislation that may not be based on historical fact.
Forward-looking statements are necessarily based on estimates and
assumptions made by us in light of our experience and perception of
historical trends, current conditions and expected future
developments, as well as the factors we believe are appropriate.
Forward-looking statements in this release include but are not
limited to statements relating to Aequus' intention to complete,
and the terms of, the Offering, the expected closing date of the
Offering, the preparation of a prospectus supplement to Aequus'
base shelf prospectus dated September 16,
2019, and the intended use of the net proceeds of the
Offering by Aequus. Such statements reflect our current views with
respect to future events and are subject to risks and uncertainties
and are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by Aequus, are
inherently subject to significant uncertainties and contingencies.
Many factors could cause our actual results, performance or
achievements to be materially different from any future results,
performance, or achievements that may be expressed or implied by
such forward-looking statements. In making the forward-looking
statements included in this release, the Company has made various
material assumptions, including, but not limited to the market for
Aequus' common shares and the fulfillment of the conditions to the
Offering. In evaluating forward-looking statements, current and
prospective shareholders should specifically consider various
factors set out under the heading "Risk Factors" in the Company's
Annual Information Form dated April 28,
2020, a copy of which is available on Aequus' profile on the
SEDAR website at www.sedar.com, and as otherwise disclosed from
time to time on Aequus' SEDAR profile. Should one or more of these
risks or uncertainties, or a risk that is not currently known to us
materialize, or should assumptions underlying those forward-looking
statements prove incorrect, actual results may vary materially from
those described herein. These forward-looking statements are made
as of the date of this release and we do not intend, and do not
assume any obligation, to update these forward-looking statements,
except as required by applicable securities laws. Investors are
cautioned that forward-looking statements are not guarantees of
future performance and are inherently uncertain. Accordingly,
investors are cautioned not to put undue reliance on
forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Aequus Pharmaceuticals
