Cynapsus Therapeutics Files Final Short Form Prospectus
Marketwired, April 8, 2014
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TORONTO – (Marketwired) — Cynapsus Therapeutics Inc. (CTH: TSX-V) (CYNAF: OTCQX), a specialty pharmaceutical company, announced today that it has filed with the securities regulatory authorities in the Provinces of British Columbia, Alberta and Ontario, its final short form prospectus (the “Prospectus”) in connection with an offering of common shares and warrants of Cynapsus for gross proceeds of $15 million to $25 million (the "Offering").
The outstanding common shares of the Corporation are listed and posted for trading on the TSX Venture Exchange Inc. (the “Exchange” or “TSXV”) under the trading symbol “CTH” and are quoted on the OTCQX International (the “OTCQX”) under the symbol “CYNAF”. On April 8, 2014, the last day on which the common shares traded on the TSXV prior to the filing of the Prospectus, the closing price of the common shares was $0.81.
The Prospectus will qualify the distribution of a minimum of 23,076,923 units and a maximum of 38,461,538 units (each, a “Unit”, and collectively, the “Units”) of the Corporation at a price of $0.65 per Unit (the “Offering Price”). Each Unit consists of one common share (a “Common Share”) in the capital of the Corporation and one common share purchase warrant (a “Warrant”) of the Corporation. The Units will immediately separate on closing into Common Shares and Warrants.
Each Warrant will entitle the holder to purchase one Common Share (a “Warrant Share”) at a price equal to $0.81 per Warrant Share for a period of 60 months after the closing of the Offering, except that, subject to certain exceptions, the Warrants will be cancelled if they are not exercised within 30 days after prior written notice from the Corporation that the closing price of its Common Shares on the principal stock exchange of the Corporation has been $1.95 per Common Share for 20 consecutive trading days.
The Corporation has retained M Partners Inc. (the “Agent”), on a best efforts basis, to lead the Offering. A definitive agency agreement for the Offering has been entered into between the Corporation and the Agent in connection with the Offering.
The Corporation has agreed to pay to the Agent a cash commission of up to 7% of the gross proceeds of the Offering (the “Agent’s Commission”). The Corporation has also agreed to pay the Agent a work fee (the “Work Fee”) in the amount of $65,500, plus HST, and to reimburse the Agent for certain expenses incurred in connection with the Offering.
The Corporation has agreed to grant the Agent non-transferrable warrants (each, a “Broker Warrant” and collectively, the “Broker Warrants”) to purchase Common Shares up to 7% of the Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.81 per share for a period of 60 months after closing of the Offering except that the Broker Warrants will be cancelled if they are not exercised within 30 days after prior written notice from the Corporation that the closing price of its Common Shares on the principal stock exchange of the Corporation has been $1.95 per Common Share for 20 consecutive trading days.
Provided that the minimum Offering is subscribed for, it is expected that the closing of the Offering will occur on or about April 16, 2014, or such later date as the Corporation and the Agent may agree (the “Closing Date”). The Offering will be discontinued if the minimum Offering has not been subscribed for on or prior to April 28, 2014, unless the Agent and each of the persons or companies that have subscribed for Units during that period consent to a continuation of the Offering.
Closing of the Offering is subject to Exchange approval. The net proceeds of the Offering will be used for to fund research and development of the Corporation’s APL-130277 drug candidate and for general working capital purposes.
December 31, 2013 Financial Statements
The Corporation also announced today that it has re-filed the audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2013. The auditor’s report has been amended to add an Emphasis of Matter paragraph, and “Note 2 – Basis of Presentation and Going Concern” has been updated. There were no other changes to the financial statements or management’s discussion and analysis.
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 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 requirements 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 OTCQX has approved or disapproved the contents of this press release.
About Cynapsus Therapeutics
Cynapsus is a specialty pharmaceutical company developing a convenient and easy to use sublingual (oral) thin film strip for the acute rescue of “off” motor symptoms of Parkinson’s disease. Cynapsus’ drug candidate, APL-130277, is an easy-to-administer, fast-acting reformulation of apomorphine, which is the only approved drug (in the United States, Europe, Japan and other countries) 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 (“NDA”) expected to be submitted in 2016.
Over one million people in the U.S. and an estimated 4 to 6 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.
More information about Cynapsus (TSX-V: CTH) (OTCQX: CYNAF) 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 securities laws. 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 latest Annual Information Form 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.