Toronto, Ontario – November 29, 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, is pleased to announce that it has has successfully closed a non-brokered private placement offering (“Offering”) of units (“Units”). On closing, the Corporation issued an aggregate of 5,318,183 Units at a price of $0.22 per Unit for aggregate gross proceeds of approximately $CAN 1,170,000.
Each Unit consisted of one common share of the Company (“Common Share”) and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder to acquire an additional Common Share at an exercise price of $0.28 per share for a period of 5 years following the date of issuance.
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.
In connection with the Offering, the Company paid a finder’s fee of $5,810 in cash and issued 18,864 non-transferrable finder Units of the Company. Each finder Units entitles the holder thereof to purchase one Unit at an exercise price equal to the Issue Price of $CAN 0.22 per Unit and on the same terms (including exercise price and expiry date of the underlying Warrants) of the Units issued with the Offering. The finder Units issued will be subject to a four month and one day hold period.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States.
All securities issued under the Offering will be subject to a four month and one day hold period from the closing date under applicable Canadian securities laws, which expires on March 30, 2024. The Offering is subject to receipt of final acceptance from the TSX Venture Exchange.
Related Party Transactions
An aggregate of 461,282 Units, representing gross proceeds of $101,482, were issued to certain insiders of the Corporation. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange Policy 5.9, such insider subscriptions are a “related party transaction.” The Corporation is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscriptions in reliance on section 5.5(b) of MI 61-101, as no securities of the Corporation are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Corporation is exempt from obtaining minority shareholder approval in connection with the insider subscriptions in reliance on section 5.7(1)(a) of MI 61-101 as the aggregate value of the insider subscriptions does not exceed 25% of the market capitalization of the Corporation. Due to the limited time between the launch and the close of the Offering, there will be less than 21 days between the date the Corporation files its material change report in respect of the Offering and the completion date of the Offering.
About Theralase® Technologies Inc.:
Theralase® is 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..
Additional information is available at www.theralase.com and www.sedarplus.ca
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 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