Immunovaccine Inc.
TSX VENTURE : IMV

Immunovaccine Inc.

August 26, 2014 14:09 ET

Immunovaccine Upsizes and Prices Its Previously Announced Public Offering

HALIFAX, NOVA SCOTIA--(Marketwired - Aug. 26, 2014) -

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Immunovaccine Inc. ("Immunovaccine", "IMV", or the "Company") (TSX VENTURE:IMV), a clinical stage vaccine and immunotherapy company, has entered into an underwriting agreement and has carried out an overnight marketed offering to sell 9,153,300 units (the "Units") at a price of $0.95 per unit (the "Issue Price"), representing gross proceeds of $8,695,635 (the "Offering"). Each Unit will consist of one common share in the share capital of Immunovaccine (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one additional Common Share upon payment of the exercise price of $1.24 per Warrant during a period of 18 months after the date of closing of the Offering.

The Offering is to be effected in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and Newfoundland and Labrador by way of a prospectus supplement to Immunovaccine's base shelf prospectus dated August 27, 2012. Mackie Research Capital Corporation will be the lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Maxim Group LLC and Cormark Securities Inc. (together, the "Underwriters") on the Offering.

The Company has granted to the Underwriters an over-allotment option (the "Over-Allotment Option"), which entitles the Underwriters to purchase up to (i) an additional 1,372,995 Units (the "Over-Allotment Units") at the Issue Price, each Over-Allotment Unit being comprised of one common share and one-half of one additional common share purchase warrant (each whole common share purchase warrant, an "Over-Allotment Warrant"), (ii) 686,497 Over-Allotment Warrants, at a price of $0.031 per Over-Allotment Warrant, or (iii) any combination of Over-Allotment Units and Over-Allotment Warrants, for additional gross proceeds of up to $1,304,345.

The Company also intends to concurrently complete a non-brokered private placement (the "Private Placement") of up to $2 million of common shares of the Company. The common shares issued under the Private Placement will be issued at a price of $0.90 per share.

The net proceeds of the Offering and the Private Placement will be used to advance the research and development and clinical advancement of the Company's cancer and infectious vaccine candidates and for general corporate and working capital purposes.

The Company expects to close the Offering and the Private Placement on or about September 4, 2014, subject to satisfaction of customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, such as the approval of the TSX Venture Exchange.

The Company anticipates that certain "related parties" of the Company will participate in the Private Placement. The participation in the Private Placement of such "related parties" will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by related parties will exceed 25% of the Company's market capitalization.

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.

About Immunovaccine

Immunovaccine Inc. develops cancer immunotherapies and infectious disease vaccines based on the Company's DepoVax™ platform, a patented formulation 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 I human clinical trials. Lead cancer vaccine therapy, DPX-Survivac, is expected to enter Phase II clinical studies in both ovarian cancer and glioblastoma (brain cancer). The Company is also advancing an infectious disease pipeline including innovative vaccines for respiratory syncytial virus (RSV) and anthrax. Connect at www.imvaccine.com.

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, including information regarding the use of proceeds of the financing, 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. Immunovaccine Inc. assumes no responsibility to update forward-looking statements in this press release except as required by law.

Neither 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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