Cynapsus Therapeutics Files Preliminary Short Form Prospectus
Marketwire, November 26, 2012
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TORONTO — Cynapsus Therapeutics Inc. (CTH: TSX-V) announced today that it has filed a preliminary short form prospectus (the “Prospectus”) with the securities regulatory authorities in the Provinces of British Columbia, Alberta and Ontario in connection with a best efforts offering of common shares and warrants of Cynapsus for gross proceeds of $6 million to $8 million (the "Offering"). Final pricing and determination of the number of common shares and warrants to be sold pursuant to the Offering will occur immediately prior to the filing of the final short form prospectus in respect of the Offering.
Cynapsus entered into a term sheet dated October 3, 2012 with a healthcare/life science focused institutional investment group to be the lead investor in the Offering. Funds managed by the lead investor will purchase common shares equal up to 9.9% ownership of the Company, as calculated by the number of common shares held post-closing on an undiluted basis, limited to a maximum of $2,500,000.
The Company has retained M Partners Inc. to lead the Offering (the "Agent"). An agency agreement for the Offering will be entered into by the Company and the Agent.
Concurrent with the closing of the Offering, certain holders of Series A to Series E debentures created and issued by the Company have agreed to a “shares-for-debt” exchange (the “Shares for Debt Exchange”) which will result in further common shares and warrants (the “Debenture Warrants”) being issued.
The Company has also applied to the TSX Venture Exchange (the “TSXV”) for approval of the consolidation (the “Share Consolidation”) of the Company’s issued and outstanding common shares concurrent with the closing of the Offering on the basis of one new common share for every 10 common shares presently issued and outstanding.
Closing of the Offering is subject to final pricing and TSXV approval. The net proceeds of the Offering will be used for to fund the Company’s CTH-201 Bioequivalence Study and for general working capital purposes. The Offering is expected to close on or about December 14, 2012.
This press release does not constitute an offer to sell or a solicitation to buy any of the securities in the United States. 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 law and may not be offered or sold 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, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The TSXV has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
About Cynapsus Therapeutics
Cynapsus is a specialty pharmaceutical company developing the only non-injectable (i.e. sublingual) delivery of the only approved drug (apomorphine) to be used as a rescue therapy for “off” motor symptoms of Parkinson’s disease. Over one million people in the U.S. and an estimated 5 million people globally suffer from Parkinson's disease. Parkinson’s disease is a chronic and progressive neurodegenerative disease that impacts motor activity, and its prevalence is increasing with the aging of the population. Based on a recent study and the results of the Company’s Global 500 Neurologists Survey, it is estimated that between 25 percent and 50 percent of patients experience “off” episodes in which they have impaired movement or speaking capabilities. Current medications only control the disease’s symptoms, and most drugs become less effective over time as the disease progresses.
Cynapsus’ drug candidate, APL-130277, is an easy-to-administer, fast-acting reformulation of apomorphine, which is approved in an injection formulation to rescue patients from “off” episodes. Cynapsus is focused on maximizing the value of APL-130277 by completing pivotal studies in advance of a New Drug Application expected to be submitted in 2015. Cynapsus anticipates a trade sale or out-licensing to an appropriate global pharmaceutical partner before such an application is submitted.
More information about Cynapsus (CTH: TSX‐V) is available at www.cynapsus.ca and at the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Forward Looking Statements
This announcement contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Cynapsus to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks and uncertainties relating to Cynapsus’ business disclosed under the heading “Risk Factors” in its Annual Information Form filed on November 1, 2012 and its other filings with the various Canadian securities regulators which are available online at www.sedar.com. Although Cynapsus has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements. Cynapsus does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.