Pursuant to the closing of the First Tranche, the Company issued to Global Corporate Finance Opportunities 17 (the "Subscriber"), an investment fund managed by ABO,
The Convertible Debenture is convertible into Common Shares (each, a "Conversion Share") and in certain cases, redeemable in cash, in accordance with their terms and as previously described in the
As consideration for the Subscriber purchasing the Convertible Debenture and Warrants, the Company paid to the Subscriber a commitment fee of
The Subscriber is required to return the Compensation Shares to the Company if: (a) either (i) 36 months since the date of the Subscription Agreement (the "Commitment Period") has lapsed or (ii) this Subscription Agreement is terminated prior to the end of the Commitment Period in accordance with its terms; (b) all outstanding debentures issued under the Subscription Agreement have been converted by the holder(s) thereof; (c) the Company is not in breach of the Subscription Agreement; and (d) no payment remains outstanding by the Company to the Subscriber and no delivery of common shares (each, a "Common Share") of the Company resulting from a conversion of the senior unsecured convertible debentures issuable under the Subscription Agreement, or the exercise of any of the Common Share purchase warrants, issuable under the Subscription Agreement, by the Subscriber shall remain outstanding pursuant to the Subscription Agreement.
The Company has also agreed to issue 190,214 Common Shares (each, a "Debt Share") at a price of
The Company qualified the distribution of the Convertible Debenture, Warrants, the Compensation Shares, the Debt Shares, the Conversion Shares issuable upon conversion of the Convertible Debenture, and the Warrant Shares issuable upon exercise of the Warrants, by way of a prospectus supplement to its final short form base shelf prospectus dated
The Company has applied to list the Conversion Shares, the Warrant Shares, the Debt Shares, and the Compensation Shares on the Canadian Securities Exchange (the "CSE"). Such listing will be subject to the Company fulfilling all the listing requirements of the CSE.
Amendments to the Warrants
The Company also announces that it has amended certain Common Share purchase warrants of the Company (the "Armistice Warrants") issued to
The Company has agreed to reduce the exercise price of the Warrants issued to Armistice on
New Issuances of Warrants
The Company also announces that it has issued to certain designees of
The amendments to the Armistice Warrants are subject to all regulatory approvals, including the approval of the CSE.
National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues
Pursuant to closing of the first Tranche, the Subscriber (P.O. Box 2775,
Prior to closing of the first Tranche, the Subscriber did not beneficially own or control any securities of the Company. Immediately following the closing of the first Tranche, the Investor holds 189,393 Warrants,
The Convertible Debentures were acquired, in the ordinary course of business, for investment purposes only and pursuant to the terms of the Subscription Agreement, pursuant to which the Subscriber is expected to acquire control and direction over additional convertible debentures as further Tranches close and Common Shares upon the conversion thereof.
The Subscription Agreement prohibits the conversion of such Debentures into Common Shares in the event that the Subscriber would hold in excess of 9.99% or 19.99% of the Common Shares following conversion.
An alternative monthly report will be filed by
On Behalf of The Board of Directors
Chief Executive Officer
Through its research division,
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Created in 2017, ABO is a pioneer in alternative financings, providing innovative financing solutions for companies across the globe. In less than 5 years, ABO, founded by Pierre Vannineuse, has executed more than €1.5 billion in financial commitments and more than 90 transactions, with a high focus on the life science sector.
Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable securities laws relating to statements regarding the Subscription Agreement, the Financing, amendments to the Warrants (the "Amendments") the Company's business, products and future of the Company's business. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things: the risk that issuance of any further unsecured senior convertible debentures or Common Share purchase warrants pursuant to the Financing, will not be completed as contemplated, or at all; the risk that the anticipated benefits from the receipt of funds from the Subscriber will not be realized as contemplated, or at all; risks that the Amendments not receive all regulatory approvals on the terms set out herein, or at all; and risks that the Company's products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The statements in this news release are made as of the date of this release.
The CSE has not reviewed, approved or disapproved the content of this press release.
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