Mr. Dominic Gray reports
SERNOVA ANNOUNCES UP TO $3 MILLION PRIVATE PLACEMENT FINANCING
Sernova Corp. has arranged a private placement of up to $3-million in units of the company at a price of 20 cents per unit, including up to $1-million in units that are being offered pursuant to the
"existing shareholder prospectus exemption."
Each unit in the offering will consist of one common share and one common share purchase warrant. Each warrant will be exercisable into one share at a price of 30 cents per share for a period of 36 months.
Terms relating to the existing shareholder exemption
The company is inviting
existing shareholders who qualify under the existing shareholder prospectus exemption to participate in the offering.
The criteria of the existing shareholder prospectus exemption are set out in various regulatory instruments of the participating jurisdictions in Canada. To comply with the criteria of the existing shareholder exemption, the offering will be subject to, among other criteria, the following:
The subscriber must be a shareholder as of July 24, 2019, which has been set as the record date for the purpose of determining existing shareholders entitled to purchase shares pursuant to the existing shareholder exemption.
To participate, a qualified shareholder must deliver: (i) an executed subscription agreement in the required form, which will include requirements of the existing shareholder exemption (that the subscriber was, as of the record date, and continues to be, as of the date of closing, a shareholder of Sernova); and (ii) pay the subscription amount no later than Aug. 16, 2019. Contact information to obtain the subscription form is provided herein.
The aggregate acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000, unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
A maximum of $1-million of units will be offered to shareholders as of the record date under the existing shareholder exemption. There is no minimum amount in the offering.
If subscriptions received from shareholders who qualify under the existing shareholder exemption exceed the maximum, each such subscriber will be allocated units in proportion to each such qualified shareholder's share ownership as of the record date, or the additional subscriptions may be accepted (by increasing the maximum) at the discretion of the company.
If subscriptions received for the offering, based on all available exemptions, exceed the total amount of the offering (after the fulfilment of subscriptions from existing shareholders), subscriptions may be accepted (by increasing the offering size) at the discretion of the company.
In accordance with the existing shareholder exemption, the company confirms there is no material fact or material change related to the company that has not been generally disclosed.
Further terms and conditions shall be set out in the form of subscription agreement, which will be made available to interested shareholders, who
are directed to contact the company.
Contact person: Dominic Gray
Assuming the offering is fully subscribed, the corporation plans to allocate the gross proceeds as follows: (i) $2-million for development of Sernova's Cell Pouch technologies, including advancing Sernova's United States-based phase 1/2 diabetes clinical trial, potential collaborations utilizing the company's Cell Pouch system platform technologies, and preclinical programs, including hemophilia, hypothyroid disease and the company's advanced diabetes stem cell program; (ii) up to $210,000 for finders' cash compensation, assuming such fees are paid on the entire amount; and (iii) the balance for general corporate purposes.
If the offering is not fully subscribed, the
will apply the proceeds to the above uses in priority and in such proportions as the board of directors and management of the
determine is in the best interests of the
company. Although the
intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending on future operations, events or opportunities.
All securities issued in connection with the private placement will be subject to a statutory hold period of four months. The company will compensate finders on a portion of the private placement, with such compensation consisting of 7 per cent in cash or 7 per cent in finders' warrants, or a combination thereof.
Completion of the private placement is subject to the receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange.
Certain insiders of the company are expected to participate in the offering, which will be considered a related party transaction within the meaning of Multilateral Instrument 61-101. Sernova intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any insider participation.
About the U.S. clinical study
The approved protocol is a phase 1/2 non-randomized, unblinded, single-arm, company-sponsored trial, where diabetic subjects with hypoglycemia unawareness enroll into the study. Participants are then implanted with Cell Pouches. Following the development of vascularized tissue chambers within the Cell Pouch, subjects are then stabilized on immunosuppression, and a dose of purified islets, under strict release criteria, is transplanted into the Cell Pouch.
A sentinel pouch is removed for an early assessment of the islet transplant. Subjects will be followed for additional safety and efficacy measures for approximately six months. At this point, a decision will be made with regard to the transplant of a second islet dose with subsequent safety and efficacy follow-up. Patients will then be further followed for one year. The primary objective of the study is to demonstrate safety and tolerability of islet transplantation into the Cell Pouch. The secondary objective is to assess efficacy through a series of defined measures.
About Sernova Corp.
Sernova is developing regenerative medicine therapeutic technologies using a medical device and immune-protected therapeutic cells (such as human donor cells, corrected human cells and stem-cell-derived cells) to improve the treatment and quality of life of people with chronic metabolic diseases, such as insulin-dependent diabetes, blood disorders, including hemophilia, and other diseases treated through replacement of proteins or hormones missing or in short supply within the body.
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