(via TheNewswire)
Under the terms of the Definitive Agreement, the Transaction will be completed by way of a three-cornered amalgamation under the laws of the
Cuspis expects to hold an annual and special meeting of its shareholders on or about
Subscription Receipt Equity Financing
In connection with the Transaction, Cytophage will be conducting a non-brokered private placement offering (the “Offering”), for a minimum of
Immediately prior to Closing and provided the Escrow Release Conditions (as defined below) are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt shall be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Cytophage (a “Unit”). Each Unit will consist of one Cytophage Share (each an “Underlying Share”) and one-half of one common share purchase warrant (each whole warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder to purchase one Cytophage Share (a “Warrant Share”, and together with the Underlying Shares and the Underlying Warrants, the “
In connection with the Transaction, it is intended that, among other things: (i) the Subscription Receipts will be automatically converted,without payment of additional consideration or further action on the part of the holder thereofinto Units; (ii) all of the outstanding Cytophage Shares (including the Underlying Shares) will be exchanged for Resulting Issuer Shares based on the Exchange Ratio; and (iii) the Underlying Warrants and Finder’s Warrants (as defined below) will be exchanged for warrants and finder’s warrants, respectively, of the Resulting Issuer with the number and the exercise price adjusted based on the Exchange Ratio, on economically equivalent terms.
The net proceeds from the Offering will be used to complete the Transaction, fund regulatory approval(s) for existing Cytophage products, the development of new Cytophage products and for working capital and general corporate purposes.
Upon closing of the Offering, the gross proceeds (the “Escrowed Funds”) will be delivered to and held by an escrow agent (currently expected to be the
(A) all conditions precedent to the Transaction in accordance with the Definitive Agreement, have been completed, satisfied, or waived;
(B) Cytophage and Cuspis, as applicable, not being in breach or default of any of their material covenants or obligations under the Definitive Agreement or the Subscription Receipt Agreement;
(C) all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares on the TSXV and the Transaction, have been received;
(D) the Resulting Issuer securities issued in exchange for the
(E) the satisfaction of such other customary escrow release conditions requested by Cytophage or Cuspis, acting reasonably, to be set out in the Subscription Receipt Agreement;
(F) Cytophage and the Cuspis have delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (A) to (D) above have been met or waived (together from (A) to (F), the “Escrow Release Conditions”).
If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the date that is 180 days following the closing date of the Offering, or such other date as may be mutually agreed to in writing among Cytophage and Cuspis, or (ii) Cytophage and Cuspis has advised the public that either of them does not intend to proceed with the Transaction (in each case, the earliest of such times being the “Termination Time”), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the Offering Price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon (less applicable withholding tax, if any)). If the Escrowed Funds are not sufficient to satisfy the aggregate Offering Price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Cytophage’s sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.
The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of
The Offering is expected to close on or about
In connection with the Offering, Cytophage may (on a case by case basis) pay certain duly registered and eligible finders (the “Finders”) a cash fee equal to up to 7.0% of the aggregate gross proceeds raised from subscribers introduced by them. The Finders may also receive such number of finder’s warrants (“Finder’s Warrants”) as is equivalent to up to 7.0% of the number of Subscription Receipts issued to subscribers introduced by them. Each Finder’s Warrant will be exercisable at an exercise price of
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “
Engagement of
In connection with the Transaction, Cytophage has engaged
About Cuspis and 10179321
Cuspis completed its initial public offering on
About Cytophage
Cytophage is a leading-edge Canadian biotechnology company that uses advanced molecular genetic techniques and synthetic biology to create highly effective bacteriophages to address bacterial challenges affecting animal health, human health, and food security. Bacteriophages are viruses that have evolved to specifically target and destroy strictly bacterial cells and are safe for humans, animals, and plants. To combat dangerous bacteria, Cytophage generates customized phages to address specific bacterial infections, including strains resistant to antibiotics. Cytophage has also recently developed a ‘phage-display’ methodology to develop vaccine-like products using bacteriophages for a number of potential applications in human and animal health.
On
Cytophage Chief Financial Officer and Chief Commercial Officer
Conditions to the Transaction
Completion of the Transaction remains subject to a number of conditions, including but not limited to:
completion of the Offering;
completion of the Consolidation (including the consolidation of all issued outstanding securities of Cuspis) and the Name Change;
preparation and filing of a disclosure document, as required by the TSXV (theDisclosureDocument”) outlining the definitive terms of the Transaction and describing the business to be conducted by Cuspis following completion of the Transaction, in accordance with the policies of the TSXV;
receipt of all shareholder, third party and requisite regulatory approvals (including Cytophage shareholder approval) relating to the Amalgamation and the Transaction; and
acceptance by the TSXV.
There can be no assurance that the Offering or the Transaction will be completed as proposed or at all.
Sponsorship
Cuspis and Cytophage are in the process of identifying several appropriate sponsors to prepare a detailed Sponsor Report in the form prescribed under Exchange Policy 2.2 –Sponsorship and Sponsorship Requirements.
Further Information
The full details of the Transaction are as set forth in the Prior Press Release, updated by this press release.
All information contained in this press release with respect to Cuspis and Cytophage (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the Corporation will remain halted pursuant to Section 2.5 of Exchange Policy 5.2 –Changes of Business and Reverse Takeoversand Section 2.3(b) of Policy 2.4.
For more information regarding Cuspis, please contact
will@cuspiscapital.com
(416) 214-0876
For more information regarding Cytophage, please contact Dr.
Dr.
steven@cytophage.com
Neither the
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the business of Cytophage, the Offering; the Distribution Agreement and regulatory approval of Cytophage’s products; plans or expectations with respect to the selling and distribution of Cytophage’s products; the TSXV sponsorship requirements; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Cuspis assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in
NOT FOR DISTRIBUTION TO
Copyright (c) 2023 TheNewswire - All rights reserved.
Copyright (c) 2023 TheNewswire - All rights reserved., source