HALIFAX, NOVA SCOTIA--(Marketwired - Nov. 23, 2016) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Immunovaccine Inc. ("Immunovaccine" or the "Company") (TSX:IMV)(OTCQX:IMMVF), a clinical-stage vaccine and immunotherapy company, is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Echelon Wealth Partners Inc. (the "Underwriter", and collectively with the syndicate, the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal basis, 10,666,667 common shares (the "Common Shares") of the Company at a price of $0.75 per Common Share (the "Issue Price") for gross proceeds to the Company of $8,000,000 (the "Offering").
The Underwriters have an option to purchase up to an additional 50 percent of the Common Shares, at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the time of closing on the Closing Date (the "Upsizing Option"). Echelon has the option to purchase up to an additional 15 percent of the Common Shares, at the Issue Price, exercisable in whole or in part at any time for a period of 30 days after and including the Closing Date (the "Over-Allotment Option"). References to the "Offering" in this Agreement (as defined above) shall be deemed to include Common Shares issuable upon exercise of the Upsizing Option and Over-Allotment Option, as applicable.
The Offering is scheduled to close on or about December 9, 2016 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The securities to be issued under the Offering will have a hold period of four months and one day from the Closing. The net proceeds from the Offering will be used by Immunovaccine for general corporate and working capital purposes.
In consideration for their services, the Underwriters will receive a cash commission of 6 percent of the gross proceeds of the Offering, and shall receive such number of compensation options exercisable into Common Shares, as is equal to 6 percent of the Common Shares issued pursuant to the Offering.
The securities described herein 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 laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
Immunovaccine Inc. is a clinical-stage biopharmaceutical company dedicated to making immunotherapy more effective, more broadly applicable, and more widely available to people facing cancer and infectious diseases. Immunovaccine develops cancer immunotherapies and infectious disease vaccines based on the Company's DepoVax™ platform, a patented delivery agent that provides controlled and prolonged exposure of antigens and adjuvant to the immune system. Immunovaccine has advanced two T cell activation therapies for cancer through Phase 1 human clinical trials and is currently conducting a Phase 1/1b study with Incyte Corporation assessing lead cancer therapy, DPX-Survivac, as part of a triple combination therapy in ovarian cancer, as well as a Phase 2 study in recurrent lymphoma. The Company is also advancing an infectious disease pipeline, including innovative vaccines for respiratory syncytial virus (RSV), and currently has clinical projects ongoing to assess the potential of DepoVax™ to address malaria and the Zika virus. Connect at www.imvaccine.com.
Forward Looking Statements
This press release contains forward-looking information under applicable securities law. All information that addresses activities or developments that we expect to occur in the future, is forward-looking information. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. However, they should not be regarded as a representation that any of the plans will be achieved. Actual results may differ materially from those set forth in this press release due to risks affecting the Company, including access to capital, the successful completion of clinical trials and receipt of all regulatory approvals and the matters discussed under "Risk Factors and Uncertainties" in Immunovaccine's Annual Information Form filed on March 29, 2016. Immunovaccine Inc. assumes no responsibility to update forward-looking statements in this press release except as required by law.