Vancouver, British Columbia – (Newsfile Corp. – April 23, 2021) – iCo Therapeutics Inc. (TSXV: ICO) (OTCQB: ICOTF) (“iCo” or the “Company”) is pleased to announce this in connection with The planned business combination with Satellos Bioscience Inc. (“Satellos”) announced on March 22, 2021 as part of an agreement plan (“Arrangement”) is to be offered on a private placement basis (“Financing”) “) 85,294,117 subscription receipts (the” Subscription Receipts “) ) at a price of $ 0.085 per subscription receipt for total gross proceeds of approximately C $ 7.25 million, an increase over the $ 6 million funding announced on March 22, 2021. Each subscription receipt will qualify the Holders, upon fulfillment of certain conditions for the release of the Trust Deed and without payment of any additional consideration, to receive one common share in the resulting Issuer (as described below) The financing is to be placed in an escrow account and, once the release conditions have been met and the agreement has been concluded, will be used for research, development and general corporate expenses of the resulting issuer.
The common shares underlying the subscription receipts are subject to a blocking agreement and the subscription receipts and underlying common shares of the resulting issuer are subject to a hold period of 4 months and one day from the date of issue in accordance with applicable Canadian securities laws. The financing is expected to close on or about April 27, 2021, subject to approval by the TSX Venture Exchange (the “Exchange”).
The financing is led by Bloom Burton Securities Inc. (“Bloom Burton”) and includes Richardson Wealth Ltd. (collectively the “Agents”). In connection with the Financing, and in accordance with Exchange policies, Agents will receive: (i) a cash fee equal to 6.0% of the gross proceeds obtained in connection with the Financing; and (ii) warrants equal to 6.0% of the number of subscription receipts issued in connection with the Funding (the “Broker Warrants”). Each broker warrant entitles the holder to purchase one common share of the resulting issuer at the issue price in connection with the agreement. The term of the broker warrants is 24 months from the expected financing deadline.
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The formation of the Agreement is subject, among others, to the approval of the stock exchange, the Supreme Court of British Columbia and the shareholders of iCo and Satellos (collectively the “Shareholders”). iCo shares will remain suspended from trading pending approval of the agreement by the British Columbia Supreme Court, shareholders, and approval from the stock exchange. Upon conclusion of the agreement, Satellos will become a wholly owned subsidiary of iCo and the parties anticipate that iCo and Satellos will merge with the resulting company, “Satellos Bioscience Inc” (the “Resultant Issuer”). Upon completion of the financing, subscription receipt holders will represent approximately 14% of the issued and outstanding common stock of the resulting issuer.
William Jarosz, CEO of iCo, stated, “We are very excited about the success and expansion of the private placement. Following the private placement and agreement, the company will receive better capitalization at various stages of development for a variety of clinical programs with very good prospects under the leadership of Satellos, a company addressing unmet needs in muscle wasting diseases such as Duchenne muscular dystrophy. We are also grateful for the support of existing investors who have contributed to this funding and have recognized the value of this new direction for the company. “
Frank Gleeson, CEO of Satellos added, “We see the funding as an extremely encouraging confirmation of the proposed business combination of iCo and Satellos, and as potential for its new technology platform that aims to target and treat a devastating range of muscle wasting diseases along with that iCo management, we’re focused on finalizing the deal so we can begin executing what we think is an exciting plan for the future. “
iCo is a Canadian biotechnology company primarily focused on the identification, development and commercialization of drug candidates for the treatment of eye and infectious diseases.
iCo generally focuses on the in-licensing of drug candidates with a clinical history, as well as the re-dosing, reformulation and development of drug candidates for the treatment of ocular and infectious diseases. iCo takes over the clinical, regulatory and commercial development activities for its product candidates and drives these candidates on the regulatory and clinical path to commercial approval. iCo believes that its approach can reduce the risk, time, and cost of drug development by avoiding some of the uncertainty associated with certain research and preclinical stages of drug development.
iCo currently has two in-licensed product candidates in various stages of development: iCo-008 (or for potential use in eotaxin-1 mediated indications, which are sub-licensed to Alexion Pharmaceuticals Inc., and an oral amphotericin B delivery system currently being developed in-house for possible use in fungal infections).
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SALE OR AN OFFER TO PURCHASE SECURITIES IN ANY JURISDICTION, NOR IS THERE ANY OFFER, SALE OR ACQUISITION OF SECURITIES, OR IN A JURISDICTION.
THE SECURITIES ISSUED IN THE PROPOSED AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT (“1933 ACT”) AND WILL NOT BE OFFERED OR SOLD IN THE UNITED STATES OR ANY US PERSON an exception to the registration requirements of the 1933 Act. The resulting issuer intends to issue such securities under the registration exception set out in Section 3 (a) (10) of the 1933 Act.
Note on forward-looking statements:
This press release contains forward-looking information or forward-looking statements within the meaning of Canadian securities laws, the 1933 Act, the US Securities Exchange Act of 1934, and the US Private Securities Litigation Reform Act of 1995 relating to iCo, Satellos and their respective companies. This may include, but is not limited to, statements relating to the conclusion of the agreement, the terms on which the agreement is to be entered into, the ability to obtain regulatory approvals, stock exchange and shareholder approvals, and other factors, and the anticipated schedule for the Year includes nomination by Satellos for a lead compound as a development candidate, conduct of pre-IND studies and schedule for Satellos to begin human clinical trial testing and drug molecule assessment plans, schedule for resumption of trading in iCO shares and Statements on financing. Often, but not always, forward-looking information can be identified by the use of words such as “expect,” “intend,” “expected,” “believe” or variations (including negative variations) of such words and phrases, or to indicate certain actions, events or results “may,” “could,” “would”, or “will” be taken, occurred, or achieved. These statements are based on the current expectations and beliefs of future events of each company’s management and are based on assumptions and are subject to risks and uncertainties. While the management of any company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this news release, including the formation of the Agreement and the Financing (and the proposed terms that the Agreement and the Financing are proposed to conclude) may not occur and may change materially from known and unknown Risk factors and uncertainties affecting the companies, including risks relating to the pharmaceutical industry, market conditions, economic factors, management’s ability to administer and operate the business of the resulting issuer and the stock markets in general. While iCo and Satellos have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, other factors could cause actions, events, or results to differ materially from those anticipated and estimated differ or intended. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements or information. A forward-looking statement cannot be guaranteed. Unless required by applicable securities laws, forward-looking statements speak only as of the date of their publication, and neither iCo nor Satellos undertakes any obligation to publicly update or revise any forward-looking statements based on new information. future events or otherwise.
Neither the exchange nor its regulatory service provider (as that term is defined in the Exchange’s policies) accepts responsibility for the adequacy or accuracy of this press release.
For more informations
iCo contact information
Satellos contact information
Satellos Bioscience Inc.
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The source version of this press release can be found at https://www.newsfilecorp.com/release/81474