MISSISSAUGA, ON, Sept. 19,
2022 /CNW/ - Cipher Pharmaceuticals Inc. (TSX: CPH)
("Cipher" or the "Company") announced today that it has filed, and
the Toronto Stock Exchange (the "TSX") has accepted, notice of
Cipher's intention to commence a normal course issuer bid ("NCIB")
for its common shares (the "Common Shares").
The TSX notice provides that Cipher may, during the 12-month
period commencing September 22, 2022
and ending on September 21, 2023,
purchase for cancellation under the NCIB up to 1,403,293 of its
Common Shares, representing 10% of its public float of 14,032,934
Common Shares as of September 8, 2022
(a total of 25,115,660 Common Shares were issued and outstanding as
of such date). The price which Cipher will pay for any Common
Shares will be the market price at the time of acquisition.
Purchases under the NCIB will be made through the facilities of
the TSX and/or alternative Canadian trading systems, if eligible,
or by such other means as may be permitted by applicable securities
laws, including private agreements. Such alternative Canadian
trading systems include (i) the NEO Exchange Inc., (ii) the TSX
Alpha Exchange, (iii) Chi-X Canada, (iv) Omega ATS, (v) MATCH Now
(d/b/a TriAct), and (vi) Pure Trading. Any purchases made by
private agreement under an issuer bid exemption order issued by a
securities regulatory authority in Canada will generally be at a discount to the
prevailing market price as provided in any such exemption
order.
Purchases under the NCIB made on the TSX will be made in
compliance with the rules of the TSX at a price equal to the market
price at the time of purchase or such other price as may be
permitted by the TSX. In accordance with TSX rules, any daily
repurchases (other than pursuant to a block purchase exception) on
the TSX under the NCIB are limited to a maximum of 6,531 Common
Shares, which represents 25% of the average daily trading volume on
the TSX of 26,127 for the six months ended August 31, 2022 (excluding any purchases made by
Cipher through the facilities of the TSX under its normal course
issuer bid during such six months).
Under its current NCIB that commenced on September 10, 2021 and expired on September 9, 2022, Cipher previously sought and
received approval from the TSX to repurchase up to 1,541,445 of its
Common Shares. During that timeframe, Cipher repurchased and
cancelled 1,541,445 Common Shares at an average price of
approximately $2.22 per Common
Share.
Cipher believes that, from time to time, the Common Shares trade
in price ranges that do not fully reflect their value. In
such circumstances, Cipher believes that acquiring Common Shares
for cancellation may represent an attractive and desirable use of
its available funds. Decisions regarding the amount and
timing of future purchases of Common Shares will be based on market
conditions, share price and other factors and will be in
management's discretion. Cipher may elect to modify, suspend
or discontinue the NCIB at any time. Repurchases under the
NCIB will be funded using Cipher's cash resources and all Common
Shares repurchased will be cancelled. Common Shares may be
purchased in accordance with management's discretion.
About Cipher Pharmaceuticals
Inc.
Cipher Pharmaceuticals (TSX: CPH) is a specialty pharmaceutical
company with a robust and diversified portfolio of commercial and
early to late-stage products. Cipher acquires products that fulfill
unmet medical needs, manages the required clinical development and
regulatory approval process, and currently markets those products
either directly in Canada or indirectly through partners
in Canada, the U.S., and South America. For more
information, visit www.cipherpharma.com.
Forward-Looking
Statements
This document includes forward-looking statements within the
meaning of applicable securities laws. These forward-looking
statements include, among others, statements regarding the future
of the Company's business as well as statements with respect to our
beliefs, plans, expectations, anticipations, estimates and
intentions. The words "may", "will", "could", "should",
"would", "suspect", "outlook", "believe", "plan", "anticipate",
"estimate", "expect", "intend", "forecast", "objective", "hope" and
"continue" (or the negative thereof), and words and expressions of
similar import, are intended to identify forward-looking
statements.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, which
give rise to the possibility that predictions, forecasts,
projections and other forward-looking statements will not be
achieved. Certain material factors or assumptions are applied in
making forward-looking statements and actual results may differ
materially from those expressed or implied in such statements. We
caution readers not to place undue reliance on these statements as
a number of important factors, many of which are beyond our
control, could cause our actual results to differ materially from
the beliefs, plans, objectives, expectations, anticipations,
estimates and intentions expressed in such forward-looking
statements. These factors include, but are not limited to, the
extent and impact of the coronavirus (COVID-19) outbreak on our
business including any impact on our contract manufacturers and
other third party service providers, our ability to enter into
development, manufacturing and marketing and distribution
agreements with other pharmaceutical companies and keep such
agreements in effect; our dependency on a limited number of
products; our dependency on protection from patents that will
expire; integration difficulties and other risks if we acquire or
in-license technologies or product candidates; reliance on third
parties for the marketing of certain products; the product approval
process is highly unpredictable; the timing of completion of
clinical trials, regulatory submissions and regulatory approvals;
reliance on third parties to manufacture our products and events
outside of our control that could adversely impact the ability of
our manufacturing partners to supply products to meet our demands;
we may be subject to future product liability claims; unexpected
product safety or efficacy concerns may arise; we generate license
revenue from a limited number of distribution and supply
agreements; the pharmaceutical industry is highly competitive;
requirements for additional capital to fund future operations;
products in Canada may be subject
to pricing regulation; dependence on key managerial personnel and
external collaborators; no assurance that we will receive
regulatory approvals in the U.S., Canada or any other jurisdictions and current
uncertainty surrounding health care regulation in the U.S.; certain
of our products are subject to regulation as controlled substances;
limitations on reimbursement in the healthcare industry; limited
reimbursement for products by government authorities and
third-party payor policies; products may not be included on list of
drugs approved for use in hospitals; hospital customers may make
late payments or not make any payments; various laws pertaining to
health care fraud and abuse; reliance on the success of strategic
investments and partnerships; the publication of negative results
of clinical trials; unpredictable development goals and projected
time frames; rising insurance costs; ability to enforce covenants
not to compete; risks associated with the industry in which we
operate; we may be unsuccessful in evaluating material risks
involved in completed and future acquisitions; we may be unable to
identify, acquire or integrate acquisition targets successfully;
legacy risks from operations conducted in the U.S.; compliance with
privacy and security regulation; our policies regarding returns,
allowances and chargebacks may reduce revenues; certain current and
future regulations could restrict our activities; additional
regulatory burden and controls over financial reporting; reliance
on third parties to perform certain services; general commercial
litigation, class actions, other litigation claims and regulatory
actions; the difficulty for shareholders to realize in the United States upon judgments of U.S.
courts predicated upon civil liability of the Company and its
directors and officers who are not residents of the United States; the potential violation of
intellectual property rights of third parties; our efforts to
obtain, protect or enforce our patents and other intellectual
property rights related to our products; changes in U.S., Canadian
or foreign patent laws; litigation in the pharmaceutical industry
concerning the manufacture and supply of novel and generic versions
of existing drugs; inability to protect our trademarks from
infringement; shareholders may be further diluted if we issue
securities to raise capital; volatility of our share price; the
fact that we have a significant shareholder; we do not currently
intend to pay dividends; our operating results may fluctuate
significantly; and our debt obligations will have priority over the
common shares of the Company in the event of a liquidation,
dissolution or winding up.
We caution that the foregoing list of important factors that
may affect future results is not exhaustive. When reviewing our
forward-looking statements, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Additional information about factors that may
cause actual results to differ materially from expectations, and
about material factors or assumptions applied in making
forward-looking statements, may be found in the "Risk Factors"
section of the Company's Annual Information Form for the year ended
December 31, 2021, and elsewhere in
our filings with Canadian securities regulators. Except as required
by Canadian securities law, we do not undertake to update any
forward-looking statements, whether written or oral, that may be
made from time to time by us or on our behalf; such statements
speak only as of the date made. The forward-looking statements
included herein are expressly qualified in their entirety by this
cautionary language.
SOURCE Cipher Pharmaceuticals Inc.