Toronto, Ontario – October 23, 2023, Theralase® Technologies Inc. (“Theralase®” or the “Company”) (TSXV: TLT) (OTCQB: TLTFF), a clinical stage pharmaceutical company dedicated to the research and development of light and/or radiation activated Photo Dynamic Compounds (“PDCs”) for the safe and effective destruction of various cancers, bacteria and viruses.
Theralase® is pleased to announce that it has entered into an agreement with Research Capital Corporation as the sole agent and sole bookrunner (“RCC” or “Agent”) on a “best efforts” agency basis, brokered offering (“Offering”) of units of the Company (“Units”) at a price of C$0.22 per Unit. The Offering will be subject to a minimum of 15,909,091 Units and a maximum of 24,090,910 Units at a price of C$0.22 per Unit for aggregate gross proceeds to the Company of a minimum C$3,500,000 and up to a maximum of C$5,300,000.
Each Unit consists of one (1) common share of the Company (“Common Share”) and one (1) Common Share purchase warrant (“Warrant”). Each Warrant will entitle the holder thereof to purchase one (1) Common Share of the Company (“Warrant Share“) for a period of 60 months following the Closing Date (as defined below) of the Offering at an exercise price of C$0.28 per Warrant Share. In addition, the Company will use commercial reasonable efforts to obtain the necessary approvals to list the Warrants on the TSX Venture Exchange (“TSXV”).
The Company plans to use the proceeds of the financing to further the Phase II Non-Muscle Invasive Bladder Cancer (“NMIBC”) clinical study currently underway and for working capital needs. If the maximum of the amount of the financing of C$5,300,000 is subscribed to, it will additionally fund a Good Laboratory Practices (“GLP”) toxicology study for the intravenous installation of Rutherrin® (RuvidarTM + transferrin) intended for the treatment of Glio Blastoma Multiforme (“GBM”).
The Offering is scheduled to close on or about the week of October 30, 2023 and is subject to the receipt of all necessary approvals, including the approval of the TSXV (“Closing Date”).
The Offering will be conducted pursuant to Part 5A of National Instrument 45-106 (“NI 45-106”) Prospectus Exemptions – Listed Issuer Financing Exemption (“LIFE”). Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Offering is being made to purchasers resident in each of the Provinces of Canada, except Quebec, and / or other qualifying jurisdictions, pursuant to the LIFE. The securities offered under the LIFE will not be subject to resale restrictions pursuant to Canadian securities laws.
The offering document (“Offering Document”) related to the LIFE Offering can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.theralase.com. Prospective investors should read this Offering Document before making an investment decision.
Upon closing of the Offering, the Company shall pay to RCC:
- a cash commission equal to 7% of the aggregate gross proceeds of the Offering payable in cash
- non-transferrable broker warrants of the Company exercisable to acquire that number of Units equal to 5% of the number of Units issued under the Offering, at an exercise price of C$0.22.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
About Theralase® Technologies Inc.:
Theralase® is a clinical stage pharmaceutical company dedicated to the research and development of light and radiation activated compounds, their associated drug formulations and the light systems that activate them, with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses.
Neither 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.
Forward Looking Statements
This news release contains Forward-Looking Statements (“FLS“) within the meaning of applicable Canadian securities laws. Such statements include, but are not limited to, statements regarding the Company’s proposed development plans with respect to Photo Dynamic Compounds (“PDCs”) and their drug formulations. FLS may be identified by the use of the words “may, “should“, “will“, “anticipates“, “believes“, “plans“, “expects“, “estimate“, “potential for” and similar expressions and the negative of such expressions; including, statements related to the completion of the Offering and the timing thereof, the use of proceeds of the Offering, the timely receipt of all necessary approvals, including any requisite approval of the TSXV, the current expectations of the Company’s management for future research, development and commercialization of the Company’s PDCs and their drug formulations; including: preclinical research, clinical studies, clinical development and regulatory approvals.
These statements involve significant risks, uncertainties and assumptions; including, whether the Company is able to: adequately fund and secure the requisite regulatory approvals to successfully complete preclinical and clinical studies in a timely fashion to implement its development plan; successfully commercialize its drug formulations; access sufficient capital to fund the Company’s operations, which may not be available on terms that are commercially favorable to the Company or at all; provide preclinical and clinical support that the Company’s drug formulations are effective against the conditions tested in its preclinical and clinical studies; comply with the term of license agreements with third parties, not to lose the right to use key intellectual property in its business; protect its intellectual property, the timing and success of this intellectual property and achieve acceptance and approval of regulatory filings. Many of these factors that will determine actual results are beyond the Company’s ability to control or predict.
Readers should not unduly rely on these FLS, which are not a guarantee of future performance. There can be no assurance that FLS will successfully come to fruition, and as such, FLS involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the FLS.
Although the FLS contained in the press release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these FLS.
All FLS are made as of the date hereof and are subject to change. Except as required by law, the Company assumes no obligation to update such statements.
For More Information:
Kristina Hachey, CPA
Chief Financial Officer
416.699.LASE (5273) x 224