Cynapsus Therapeutics Inc.
TSX VENTURE : CTH

Cynapsus Therapeutics Inc.

May 25, 2011 14:03 ET

Cynapsus Therapeutics Signs Term Sheet for C$10 Million Private Placement Offering

TORONTO, ONTARIO--(Marketwire - May 25, 2011) -

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Cynapsus Therapeutics Inc. (the "Company" or "Cynapsus") (TSX VENTURE:CTH) today announced that it has signed a term sheet with a Health Care / Life Sciences focused Institutional Investment Group (the "Lead Investor") to be the lead investor in a private placement offering of C$10 million of its common shares and warrants (the "Offering"). The Lead Investor and certain of the Lead Investor's limited partners will purchase C$3.5 million of the Offering. Upon successful completion of a Phase 1 Milestone by March 31, 2012, an additional maximum C$9.375 million may be received through the exercise of warrants, making the total potential gross proceeds of the Offering at C$19.375 million.

The closing is scheduled to be completed on or before June 25, 2011. Summer Street Research Partners ("SSRP") will act as the sole placement agent.

"We are encouraged by the signing of this term sheet," said Anthony Giovinazzo, President and CEO. "Upon closing of this private placement, and the successful achievement of the Phase 1 Milestone early next year, we will have the majority of the capital we will need to reach a full inflection value point in less than 3 years time. In my letter to shareholders on January 7, 2011, I outlined that it was critical that we "complete a larger financing to provide 12 to 24 months of capital, ideally from professionally managed investment funds. This will allow us to further develop our Parkinson's project and de-risk it to the point where we can gain maximum value from a potential acquirer or marketing partner." The signing of this term sheet moves us one step closer."

Private Placement Terms

Under the term sheet, immediately prior to the closing, the Company will complete a 20:1 share consolidation, subject to TSX Venture Exchange (the "Exchange") and minority shareholder approval, which is scheduled for vote at the Annual and Special Shareholders Meeting on May 31, 2011.

The Company will offer up to C$10 million of Units. Pricing per Unit will be equal to the lower of (i) the arithmetic average of the prior 10 day volume weighted average trading prices of the common shares as of the date of the term sheet and (ii) the arithmetic average of the prior 10 day volume weighted average trading prices of the common shares as of the date of the Closing, but in all events not less than the Discounted Market Price (C$0.80) and not more than the Market Price (C$1.00), as defined in the policies of the Exchange on a post consolidation basis.

Each Unit will consist of one common share, 0.50 of a share purchase warrant (the "A Warrants"), and 0.50 of a share purchase warrant (the "B Warrants"). Each full A Warrant will entitle the holder to purchase one common share at a price equal to $1.25 of the Offering Price on a post consolidation basis, subject to compliance with the policies of the Exchange. The warrants will be exercisable for a 5 year period and will have a cashless exercise feature.

Each full B Warrant will entitle the holder to purchase one common share at a price equal to $1.50 on a post consolidation basis, subject to compliance with the policies of the Exchange. The B Warrants will be exercisable for a period equal to the lesser of five years and 30 days after the first press release announcing satisfaction of the Phase I Milestone, but in no circumstances will the B Warrants expire in less than five years if the Phase 1 Milestone is not achieved and reported to the public by March 31, 2012. Achievement of the Phase 1 Milestone means the successful completion of the first healthy volunteer Single Ascending Dose ("SAD") study, where the test article is APL-130277, a sublingual thin film strip utilizing Apomorphine as the active pharmaceutical ingredient. The B Warrants may only be exercised for cash.

The Lead Investor and certain of the Lead Investor's limited partners will purchase C$3.5 million of the Offering. Other investors mutually acceptable to the Lead Investor and the Company will be given the opportunity to purchase the balance of the Securities. The private placement is subject to customary closing conditions and is expected to close on or before June 25, 2011.

Use of Proceeds

After paying the expenses of the offering, the Company will use the balance of the proceeds of the offering for research and development of the Company's APL-130277 drug candidate, working capital, payment of funded debt, and general corporate purposes.

US Registration

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.

The Company will, at its expense, file the appropriate Registration Statement for the resale of the common stock within 90 days of the date of the first press release announcing satisfaction of the Phase I Milestone. Investors will be entitled to liquidated damages in the amount of 2% of the consideration paid for their Securities per month for each month or part thereof that such Registration Statement is not effective within 180 days of the press release, provided no amount may be paid for damages which together with reimbursable offering costs would reduce the Offering Price for the Securities below the Discounted Market Price.

Any securities to be issued will be subject to a hold period of four months from the closing date in accordance with the rules and policies of the Exchange and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.

New Control Person

After the closing of the Offering, one or more investors may hold more than 20% of the outstanding voting shares of the Company, thereby creating a New Control Person. "Control Person" is defined by the Exchange as "any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an Issuer so as to affect materially the control of that Issuer, or that holds more than 20% of the outstanding Voting Shares of an Issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the Issuer." As a result, the private placement is subject to shareholder approval by way of written consent, which must be obtained on or before the closing of the Offering. If a New Control Person is created as a result of the Offering, a further press release will be issued disclosing the investor and the nature and size of their investment.

Closing

The offering cannot close until the required approvals are obtained. There can be no assurance that the private placement will be completed as proposed or at all.

Related Transaction

The private placement offering described in this press release is part and parcel of the proposed acquisition of Adagio Pharmaceuticals Ltd. previously announced in an April 26, 2011 press release.

About Cynapsus Therapeutics

Cynapsus is a specialty pharmaceutical company developing an improved dosing formulation of an approved drug used to treat the symptoms of Parkinson's disease. The prevalence of Parkinson's disease, a chronic and progressive neurodegenerative disease that impacts motor activity, is increasing with the aging of the population. Current medications only control the disease's symptoms; however, these treatments become less effective over time as the disease progresses. Between 25 percent and 50 percent of patients experience episodes in which they cannot move or talk. Cynapsus' lead drug candidate, APL-130277, is an easy-to-administer, fast-acting and oral reformulation of an approved drug, apomorphine, used to rescue patients from these episodes. Cynapsus is focused on rapidly maximizing the value of APL-130277 by advancing it to pivotal studies in advance of a New Drug Application expected to be completed by the end of 2013, followed by out-licensing to an appropriate pharmaceutical partner. More information about Cynapsus (TSX VENTURE:CTH) is available at www.cynapsus.ca and at www.sedar.com.

Forward Looking Statements

This press release 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. 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.

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 in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange 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 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.

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