Cynapsus Therapeutics Inc.
TSX VENTURE : CTH

Cynapsus Therapeutics Inc.

October 03, 2012 16:00 ET

Cynapsus Therapeutics Signs Term Sheet for C$7 Million Offering

TORONTO, ONTARIO--(Marketwire - Oct. 3, 2012) -

/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 short form prospectus offering of C$7 million of its common shares and warrants (the "Offering").

The closing is scheduled to be completed on or about November 15, 2012. Moody Capital Solutions, Inc. will act as the lead placement agent.

"We are delighted to have a quality lead investor that has completed significant due diligence regarding the potential risk-reward profile of our Parkinson's drug candidate," said Anthony Giovinazzo, President and CEO. "Upon closing of this financing, we will have sufficient capital to provide for 12 months of activity and complete the critical de-risking Bioequivalence Study."

Offering Terms

Under the term sheet, the Company will offer C$7 million of Units. The price per Unit is equal to the arithmetic average of the prior 10 day volume weighted average trading prices of the common stock as of the date of the Closing, minus a seven percent (7%) discount, but no less than the allowable Market Price as defined in the policies of the TSX Venture Exchange (the "Exchange").

Immediately prior to the closing, the Company will complete a 10:1 share consolidation, subject to Exchange approval. Shareholder approval for the consolidation was obtained at the Special Meeting of Shareholders held on November 30, 2011.

The Offering consists of Units. Each Unit is comprised of one share of common stock ("Common Shares") and one full share purchase warrant ("Warrants"). Each Warrant will entitle the holder to purchase one Common Share at a price equal to 125% of the Offering Price (the "Conversion Price") taking into account the post consolidation price. The Warrants will be exercisable for a five year period, except that if in a period ending 20 days after prior written notice from the Company that the closing price of its Common Shares on the principal stock exchange of the Company has been at least 300% of the Offering Price on the day of closing of this transaction (or the post consolidation equivalent) per share for 20 consecutive trading days, the Warrants must be exercised or they will be cancelled.

Funds managed by the Lead Investor will purchase Common Shares, equal to no more than 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 C$2,500,000. Other investors mutually acceptable to the Lead Investor and the Company will purchase the balance of the Units.

Notwithstanding anything herein that may be to the contrary, the Lead Investor shall not, pursuant to any of the terms of the proposed transactions described herein, become the beneficial owner of more than 9.99% of the shares of common stock (as defined under Section 13(d) of the United States Securities Act 1933).

Subject to approval by the Exchange, the Company shall not issue, agree to issue or announce the issuance of any Common Shares or Common Share equivalents, for a period of six (6) months from the date of Closing. In addition, for a period of 18 months, the Company shall provide the Lead Investor with an irrevocable first right of offer, allowing the Lead Investor to declare its commitment within 7 days of written notice being provided to the Lead Investor by the Company, to purchase in whole or in part, any financing contemplated by Cynapsus.

The Units will be distributed pursuant to a short form prospectus in the provinces of British Columbia, Alberta and Ontario and pursuant to exemptions from the registration requirements and other similar requirements in jurisdictions outside of Canada.

The Offering is subject to customary closing conditions and is expected to close on or about November 15, 2012.

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, partial repayment of funded debt, and general corporate purposes.

Closing Conditions

The Company will commit that within sixty days of the closing of the Offering, it will initiate proceedings to list on the United States OTCQX exchange and to obtain such other approvals as necessary to allow Cynapsus Common Shares to be freely trading on that exchange.

The Company has also agreed to obtain commitments from existing Series A to Series E debentureholders to accept "shares-for-debt" transactions for outstanding debentures, including interest. The shares-for-debt transactions will be subject to Exchange approval.

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

Bridge Private Placement Financing

As a bridge until the Offering contemplated herein closes, the Company intends to conduct a small private placement for aggregate gross proceeds of up to C$500,000. The Offering will consist of units. Each unit will consist of one common share and one share purchase warrant. Each whole share purchase warrant shall entitle the holder to acquire one common share for a period of 60 months from the date of closing of the private placement.

About Cynapsus Therapeutics

Cynapsus is a specialty pharmaceutical company developing the only oral (sublingual) delivery of the only approved drug (apomorphine) to treat the motor symptoms of Parkinson's disease. Over one million people in the United States 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 the IMPACT Registry Study and the results of Cynapsus' 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' 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 "off" episodes. Cynapsus is focused on rapidly 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 out-licensing to an appropriate pharmaceutical partner before such an application is submitted.

More information about Cynapsus (TSX VENTURE:CTH) 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 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 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.

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.

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.

Contact Information