Mr. James Parsons reports
TRILLIUM ANNOUNCES PRICING OF US$15 MILLION PUBLIC OFFERING OF COMMON SHARE UNITS AND SERIES II NON-VOTING CONVERTIBLE FIRST PREFERRED SHARE UNITS
Trillium Therapeutics Inc. has priced its previously announced underwritten public offering of 6.55 million common share units of the company and 12.2 million Series II non-voting convertible first preferred share units of the company. The Series II first preferred share units are being offered to investors whose purchase of common share units in the offering may result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99 per cent of the company's outstanding common shares following the consummation of the offering.
The common share units are being sold at a public offering price of 80 U.S. cents per common share unit. Each common share unit will comprise one common share of the company and one common share purchase warrant. Each common share warrant will be exercisable for one common share at a price of 96 U.S. cents per common share warrant, subject to adjustment, at any time until 5 p.m. Toronto time on the date that is 60 months following the closing of the offering, subject to certain terms and conditions.
The Series II first preferred share units are being sold at a public offering price of 80 U.S. cents per Series II first preferred share unit. Each Series II first preferred share unit will comprise one Series II non-voting convertible first preferred share and one Series II first preferred share purchase warrant. Each Series II first preferred share warrant will be exercisable for one Series II first preferred share at a price of 96 U.S. cents per Series II first preferred share warrant, subject to adjustment, at any time until 5 p.m. Toronto time on the date that is 60 months following the closing of the offering, subject to certain terms and conditions.
The gross proceeds to the company from the offering are expected to be approximately $15-million (U.S.), before deducting underwriting discounts and commissions and other estimated offering expenses. The offering is expected to close on or around Feb. 27, 2019, subject to the satisfaction of customary closing conditions.
The company intends to use the net proceeds of the offering for: (i) continuing research and development activities of its SIRPaFc program; and (ii) working capital and general corporate purposes.
Cowen and Company LLC is acting as the sole book-running manager for the offering.
The offering is subject to customary closing conditions, including Nasdaq Capital Market and Toronto Stock Exchange approvals.
For the purposes of TSX approval, the company intends to rely on the exemption set forth in Section 602.1 of the TSX company manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange such as Nasdaq.
The offering is being made to purchasers outside of Canada pursuant to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commission (SEC) on Jan. 8, 2018, and the company's existing Canadian short form base shelf prospectus dated Jan. 5, 2018. A preliminary prospectus supplement relating to the offering has been filed with the securities commissions in the provinces of British Columbia, Alberta, Manitoba, Ontario and Nova Scotia in Canada as well as with the SEC in the United States; and a final prospectus supplement relating to the offering (together with the preliminary prospectus, base shelf prospectus and the registration statement) will be filed with the securities commissions in the provinces of British Columbia, Alberta, Manitoba, Ontario and Nova Scotia in Canada as well as with the SEC in the United States. The offering documents will contain important detailed information about the securities being offered. Before you invest, you should read the offering documents and the other documents the company has filed for more complete information about the company and the offering. Copies of the offering documents will be available free of charge by visiting the company's profiles on SEDAR (maintained by the Canadian Securities Administrators) or the SEC's website, as applicable. Alternatively, copies of the prospectus supplement will be available upon request by contacting Cowen and Company, care of Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, N.Y., 11717, attention: prospectus department, or by e-mailing
About Trillium Therapeutics Inc.
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The company's two clinical programs, TTI-621 and TTI-622, target CD47, a do-not-eat signal that cancer cells frequently use to evade the immune system. Trillium also has a proprietary fluorine-based medicinal chemistry platform that is being used to develop novel compounds directed at undisclosed immuno-oncology targets.
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