NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada. August 4, 2020 — NervGen Pharma Corp. (TSX-V: NGEN; OTCQX: NGENF) (“NervGen” the “Company”), a biotech company dedicated to creating innovative solutions for the treatment of nerve damage and neurodegenerative diseases, announces that it has increased the size of its previously announced common share offering. The Company intends to issue up to 3,685,714 units of the Company (“Units”) at a price of $1.75 per Unit for aggregate gross proceeds of up to $6.45 million (the “Offering”). The Company has agreed with the Agents that the books are now closed and they are no longer soliciting new subscribers for this Offering.
Each Unit will be comprised of one common share in the capital of the Company (a “Unit Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will be exercisable to acquire one common share in the capital of the Company (a “Warrant Share”) for a period of 24 months following the closing of the Offering (the “Closing Date”) at an exercise price of $2.40 per Warrant Share.
In connection with the Offering, the Company has filed an amended and restated prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated January 2, 2020 (the “Base Shelf Prospectus”). The Prospectus Supplement was filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Ontario and Nova Scotia. The Offering will also be conducted by way of private placement in the United States pursuant to certain exemptions from the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) as well as other jurisdictions where the Offering can lawfully be made.
The Offering is being led by Haywood Securities Inc. (“Haywood”) as sole bookrunner and lead-agent, on behalf of a syndicate of agents (collectively, the “Agents”) pursuant to the terms and conditions of an amended and restated agency agreement dated July 31, 2020 between the Agents and the Company (the “Agency Agreement”). Pursuant to the terms of the Agency Agreement and upon the closing of the Offering, the Company will (i) pay the Agents a cash fee equal to 7.0% of the gross proceeds of the Offering, and (ii) issue to the Agents non-transferable common share purchase warrants (the “Compensation Options”) as is equal to 7.0% of the aggregate number of Units issued and sold under the offering. Each Compensation Option will entitle the holder thereof to acquire one common share in the capital of the Company (a “Compensation Option Share”) at an exercise price of $1.75 per Compensation Option Share for a period of 24 months following the Closing Date. The Company will also pay Haywood a cash corporate finance fee of $100,000 in accordance with the terms of the Agency Agreement.
The Company expects to close the Offering on or about August 10, 2020, or such other date as may be mutually agreed to by the Company and the Agents, subject to satisfaction of customary closing conditions, including, but not limited to, the receipt of all necessary stock exchange approvals, such as the conditional approval of the TSX Venture Exchange (“TSXV”). The Company will apply to list the Unit Shares, Warrant Shares and Compensation Option Shares on the TSXV.
The Company intends to use the net proceeds of the Offering primarily to: (i) conduct the preclinical studies and services necessary to support the IND application required to initiate its Phase 1 clinical trial for NVG-291; (ii) continue research & development activities to support the development program in its lead indications, (iii) to initiate its Phase 1 clinical study on healthy humans; and (iv) for general administrative costs and corporate purposes.
The Base Shelf Prospectus and the Prospectus Supplement contain important detailed information about the Offering. A copy of the Base Shelf Prospectus and the Prospectus Supplement can be found on the Company’s SEDAR profile at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Units described herein in the United States or in any other jurisdiction. The Units, Unit Shares, Warrants, Warrant Shares, Compensation Options and Compensation Option Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
NervGen is restoring life’s potential by creating innovative solutions for the treatment of nerve damage and neurodegenerative diseases. The Company is developing drugs for the treatment of spinal cord injury, multiple sclerosis and Alzheimer’s disease. NervGen’s platform technology targets protein tyrosine phosphatase sigma (“PTPσ”), a neural receptor that impedes nerve repair. Inhibition of the PTPσ receptor has been shown to promote regeneration and remyelination of damaged nerves, as well as improvement of nerve function in animal models for various medical conditions.
For further information, please contact:
Paul Brennan, President & CEO
Huitt Tracey, Corporate Communications
Follow NervGen on Twitter (@NervgenC) and LinkedIn (NervGen Pharma Corp.) for the latest news on the Company.
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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.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Such forward-looking statements and information herein include, but are not limited to, the Company’s current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements, or any other future events or developments constitute forward-looking statements, and the words “may”, “will”, “would”, “should”, “could”, “expect”, “plan”, “intend”, “trend”, “indication”, “anticipate”, “believe”, “estimate”, “predict”, “likely” or “potential”, or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements relating to: our development programs, including the development of NVG-291; our research for a solution for spinal cord injury, multiple sclerosis, Alzheimer’s disease and other neurodegenerative applications; the Offering; that expected subscriptions will be completed and no additional subscribers will be solicited; the use of proceeds of the Offering; the closing of the Offering and the satisfaction and timing of the receipt of all required regulatory approvals, including the approval of the TSXV, and other conditions to closing of the Offering; and the jurisdictions in which the Units will be offered.
Forward-looking statements are based on estimates and assumptions made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances. In making forward-looking statements, the Company has relied on various assumptions, including, but not limited to: that all subscribers will complete all required actions to complete their anticipated subscriptions, including funding and completion of any required documentation; the Company’s ability to manage the effects of the COVID-19 pandemic; the accuracy of the Company’s financial projections; the Company obtaining positive results in its clinical and other trials; the Company obtaining necessary regulatory approvals; and general business, market and economic conditions.
Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation, a lack of revenue, insufficient funding, the impact of the COVID-19 pandemic, reliance upon key personnel, the uncertainty of the clinical development process, competition, and other factors set forth in the “Risk Factors” section of the Company’s Annual Information Form, financial statements and Management Discussion and Analysis which can be found on SEDAR.com. All clinical development plans are subject to additional funding.
Readers should not place undue reliance on forward-looking statements made in this news release. Furthermore, unless otherwise stated, the forward-looking statements contained in this news release are made as of the date of this news release, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.