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Vancouver, British Columbia–(Newsfile Corp. – March 28, 2024)- Nervgen Pharma Corporation (TSXV: NGEN) (“nerf gene” or “company“) has previously announced its initial public offering (“RecruitmentThis includes the full exercise of the underwriters' overallotment option for gross proceeds to the Company of C$23,011,788. The offering was made pursuant to an underwriting agreement led by Stifel Canada with a syndicate of underwriters including Canaccord Genuity Corp. and PI Financial Corp. (collectively, “”).underwriter“).
“I would like to take this opportunity to thank our investors, especially the Paul and Phyllis Firefighters Charitable Foundation, who led this round and provided funding to NerfGen for the continued development of its lead drug candidate, NVG-291. ” said Mike Kelly. , Representative Director and President. “Proceeds from this financing will be used for the Phase 1b/2a clinical trial to treat patients with spinal cord injuries and the continued development and manufacturing activities of NVG-291.”
Pursuant to this offering, the underwriters purchased on a “purchase transaction” basis and the Company issued 9,792,250 units (“unit“) was priced at C$2.35 per unit, including the full exercise of the underwriters' overallotment option. Each unit consisted of one common share of the Company (“).common stock“) and one-half of one common stock purchase warrant (each entire warrant,”warrantEach subscription right is exercisable to acquire one common share in the capital of the Company (“warrant share“) has an exercise price of C$3.00 per Warrant Share and is valid for 36 months after the termination of the Warrant. In connection with the Warrant, the Company has issued to the underwriters a total of 170,127 Broker Warrants ( “”) has been published.broker warrantEach Broker Warrant is exercisable to acquire one common share at an exercise price of C$2.35 per common share during a period of 24 months from the closing date of the offering.
The Company intends to use the net proceeds from this offering for its ongoing Phase 1b/2a clinical trial of NVG-291, development and manufacturing activities for NVG-291, working capital and general corporate purposes.
This offering is a prospectus supplement (“Supplement to the prospectus”) to our short-form base prospectus dated August 12, 2022. The prospectus addition will be filed with the securities regulators of British Columbia, Alberta, Ontario and Nova Scotia on March 25, 2024 and will be available on SEDAR+. www.sedarplus.ca.
Paul & Phyllis Firefighters Charitable Foundation (“foundation“), PFP Biosciences Holdings LLC (“PFP BioscienceAccordingly, this offering constitutes a “related party transaction” under MI 61-101. Protection of minority security holders in special transactionsadopted by TSX-V Policy 5.9 (“MI 61-101This offering is exempt from the formal evaluation and minority shareholder approval requirements under MI 61-101 pursuant to the exemptions set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 . The fair market value of the securities distributed in the offering, or the consideration received for those securities, exceeds 25.0% of our market capitalization.
According to National Instrument 62-103, Early Warning Systems and Related Tender Offers and Insider Reporting Issues, PFP Biosciences reports that the foundation received 2,879,149 credits in recruitment. The acquisition represents more than 2% of Nervgen's outstanding common stock since PFP Biosciences filed its most recent early warning report, triggering the early warning report filing requirement.
Prior to the offering, PFP Biosciences owned and controlled 10,000,000 shares of NervGen common stock and 5,000,000 warrants. Following the Offering, PFP Biosciences and its co-entities will own 18.4% of the issuer's outstanding common stock based on a total of 69,927,549 common shares outstanding and 6,439,574 warrants as of March 28, 2024. Owns and controls 12,879,149 common shares. . The Foundation also entered into contractual restrictions on the exercise of the warrants that restrict the Foundation from owning more than his 19.99% of the company.
The Foundation acquired the Units for investment purposes in accordance with applicable securities laws. The Foundation may, from time to time, acquire additional common stock and/or other equity, debt, other securities or products of Nervgen in the open market or otherwise, and will dispose of the same in accordance with applicable securities laws. Rights reserved. transfer any and all securities and enter into similar transactions with respect to such securities at any time and from time to time in the open market or otherwise;
A copy of the Early Warning Report filed by PFP Biosciences in connection with the acquisition of the Units will be available on NervGen's profile on SEDAR+ (www.sedarplus.ca). Copies of such reports may be requested in writing to PFP Biosciences Holdings LLC, 800 South St., Suite 600, Waltham, MA 02453, Suzanne Adams (617) 236-5111, or mailed to NervGen Headquarters 2955 Virtual Available by contacting Way. , Suite 480, Vancouver, BC V5M 4X6.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “”).1933 Act“) or pursuant to state securities laws and is not registered below, in the United States or to or to a United States Person (as defined in Regulation S under the 1933 Act) or any person within the United States. May not be offered or sold for account or for profit in accordance with the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About Nervgen
NervGen (TSXV: NGEN) is a clinical-stage biotechnology company dedicated to developing innovative treatments that enable the nervous system to repair itself after damage caused by injury or disease. NervGen's lead drug candidate, his NVG-291, is being evaluated in a Phase 1b/2a clinical trial. Our initial target indication is spinal cord injury. For more information, visit www.nervgen.com and follow NervGen on Twitter, LinkedIn, and Facebook to keep up with our latest news.
For more information, please contact us below.
contact address
Huitt Tracey, Corporate Communications
htracey@nervgen.com
604.537.2094
Bill Adams, Chief Financial Officer
info@nervgen.com
778.731.1711
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.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. The forward-looking statements and information contained herein do not reflect our current or future plans, expectations and intentions, results, level of activity, performance, goals or achievements or other forward-looking statements that constitute forward-looking statements. Including, but not limited to, events and developments. statements, and “may,” “will,” “will,” “should,” “could,” “expected,” “plans,” and “intends.” , “likely”, “suggests”, “anticipates”, “believes”, “estimates”, “predicts”, “could”, “might” or any of these words. The negative or other variations of or other equivalent words or phrases are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: our development programs, including the development of NVG-291; Research on spinal cord injury treatment and other neurodegenerative applications. and the use of proceeds of the offering.
Forward-looking statements consider management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances. based on estimates and assumptions made by the Company. In making forward-looking statements, the Company has relied on various assumptions, including, but not limited to, the following: the accuracy of our financial projections; We have achieved positive results in clinical trials and other studies. We will obtain the necessary regulatory approvals. general business, market and economic conditions;
Many factors could cause our actual results, level of activity, performance or achievements, or future events or developments to differ materially from those expressed or implied by the forward-looking statements. This includes, but is not limited to, lack of revenue, lack of funds, lack of revenue, and business impact. COVID-19, dependence on key personnel, uncertainties in the clinical development process, competition and other “Risk Factors” in our Annual Information Form, Prospectus Supplement, Financial Statements and Management's Discussion and Analysis; Other factors listed in Sec. Visit SEDAR+ (www.sedarplus.ca). All clinical development plans are subject to additional funding.
Readers should not place undue reliance on the forward-looking statements contained in this news release. Additionally, unless otherwise specified, the forward-looking statements contained in this news release are made as of the date of this news release, and the Company does not believe that forward-looking statements, whether as a result or otherwise, are made as of the date of this news release. We have no intention or obligation to update or revise any information contained herein. Information about new information, future events, etc., except as required by applicable law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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