09 August 2023 | Wednesday | News
Image Source | Public Domain
Leede Jones Gable Inc. acted as underwriter and bookrunner (the "Underwriter") in accordance with the terms of an underwriting agreement between the Company and the Underwriter dated as of August 1, 2023 (the "Underwriting Agreement"), pursuant to which Oncolytics issued 6,667,000 units (the "Equity Units") for gross proceeds to the Company of US$15,000,750 at a price of US$2.25 per Equity Unit. Each Equity Unit consists of one common share of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of US$2.81 at any time up to 60 months following the Closing, subject to acceleration in certain circumstances.
In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter an option (the "Over-Allotment Option"), exercisable in part or in whole at the Underwriter's sole discretion, at any time beginning on the Closing until 30 days following the Closing, to purchase up to that number of additional Equity Units, Common Shares or Warrants, or any combination thereof, as is equal to 15% of the aggregate number of Equity Units sold in the Offering to cover the Underwriter's over-allotment position, if any, and for market stabilization purposes.
Pursuant to the Underwriting Agreement, in consideration for the services rendered by the Underwriter in connection with the Offering, at the Closing, the Company paid to the Underwriter a cash commission equal to 7.0% of the aggregate gross proceeds raised from the Offering and issued to the Underwriter such number of compensation warrants (the "Compensation Warrants") as is equal to 7.0% of the aggregate number of Equity Units sold in the Offering. Each Compensation Warrant is exercisable into one Common Share (an "Underwriter's Warrant Share") at an exercise price of US$2.25 per Underwriter's Warrant Share at any time up to 60 months following the Closing.
The Offering is being made by way of a prospectus supplement to the Company's short form base shelf prospectus filed on August 1, 2023 in each of the provinces and territories of Canada, except Quebec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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