VANCOUVER, BC. August 9, 2018 – Aequus Pharmaceuticals Inc. (TSX-V: AQS, OTCQB: AQSZF) (“Aequus” or the “Company”), a specialty pharmaceutical company with a focus on developing, advancing and promoting differentiated products, is pleased to announce that it intends to complete a non-brokered private placement (the “Placement”) of 3,875,000 units of the Company (the “Units”) at a price of $0.20 per Unit (the “Offering Price”), for aggregate gross proceeds of $775,000 (the “Private Placement”). Each Unit shall consist of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one common share at an exercise price of $0.30 for a period of four years following the Closing Date. The Warrants will include an acceleration provision, exercisable at the Company’s option, if the Company’s daily volume weighted average share price is greater than $0.45 for 10 consecutive trading days.
Aequus has received subscription agreements for all 3,875,000 units and closed an initial 1,500,000 Units of the Placement for aggregate gross proceeds of $300,000. All of the common shares and the Warrants are subject to a hold period until December 9, 2018. Aequus expects the balance of the Placement to close this week, subject to a number of conditions, including the execution of definitive documentation and receipt of final approval of the TSX Venture Exchange for the listing of the common shares issuable on closing and issuable upon the exercise of the Warrants and Finders’ Warrants.
The Company will pay a fee to certain finders (the “Finders”) in connection with the Units issued to investors introduced to the Company by the Finders, such fee to consist of (i) a cash payment (the “Cash Payment”) equal to 7.0% of the gross proceeds received from the investors introduced to the Company by the Finders and (ii) Common Share purchase warrants equal to 7.0% of the number of Units sold to investors introduced to the Company by the Finders (the “Finders’ Warrants”, and together with the Cash Payment, the “Finders’ Fee”), each Finders’ Warrant entitling the holder thereof to acquire one Common Share (a “Finders’ Warrant Share”) at a price of $0.30 per Finders’ Warrant Share for a period of two years from the date that the Private Placement closes.
Aequus intends to use the net proceeds of the Placement for general corporate and working capital purposes, including commercial and marketing activities, advancing internal programs and supporting on-going business development. Securities issued under the Private Placement will be subject to a four month hold period in Canada following the date of closing and will be “restricted securities” as defined in U.S. federal securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Aequus Pharmaceuticals
Aequus Pharmaceuticals Inc. (TSX-V: AQS, OTCQB: AQSZF) is a growing specialty pharmaceutical company focused on developing and commercializing high quality, differentiated products. Aequus has grown its pipeline to include several commercial products in ophthalmology and transplant, and a development stage pipeline in neurology and psychiatry with a goal of addressing the need for improved medication adherence through enhanced delivery systems. As a complement to its focus in neurology, our most recent addition to the development pipeline was a long-acting form of medical cannabis, where there is a high need for a consistent, predictable and pharmaceutical-grade delivery of products for patients. Aequus intends to commercialize its internal programs in Canada alongside its current portfolio of marketed established medicines and will look to form strategic partnerships that would maximize the reach of its product candidates worldwide. Aequus plans to build on its Canadian commercial platform through the launch of additional products that are either created internally or brought in through an acquisition or license; remaining focused on highly specialized therapeutic areas. For further information, please visit www.aequuspharma.ca.
Aequus Investor Relations
This release may contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “potential” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this release include but are not limited to statements relating to: the Company’s intention to commercialize its internal programs in Canada, form strategic partnerships and build its Canadian commercial platform, and the timing and closing of the Placement. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Aequus, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this release, the Company has made various material assumptions, including, but not limited to: obtaining positive results of clinical trials, obtaining regulatory approvals, general business and economic conditions, the Company’s ability to successfully market it services and in-license and develop new products, the assumption that the Company’s current good relationships with third party suppliers or service providers will be maintained, the availability of financing on reasonable terms, the Company’s ability to attract and retain skilled staff, market competition, the products and technology offered by the Company’s competitors and the Company’s ability to protect patents and proprietary rights. In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors set out under the heading “Risk Factors” in the Company’s Annual Information Form dated April 30, 2018, a copy of which is available on Aequus’ profile on the SEDAR website at www.sedar.com, and as otherwise disclosed from time to time on Aequus’ SEDAR profile. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.
Neither the 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.