Resverlogix Announces US$6 Million Debenture Financing
May 05 2021 - 9:01AM
Resverlogix Corp. (“Resverlogix” or the "Company") (TSX: RVX) today
announces that it has entered into an investment agreement with a
subsidiary of Shenzhen Hepalink Pharmaceutical Group Co., Ltd.
(“Hepalink”) which provides for Hepalink to purchase 10% secured
convertible debentures of the Company in the aggregate principal
amount of US$6 million (the “Debentures”) for a purchase price
equal to the principal amount of the Debentures (the “Debenture
Financing”).
The Debentures will bear interest at a rate of
10% per annum and mature one year from the first closing date of
the Debenture Financing. Hepalink may elect to convert the
principal amount of the Debentures and accrued and unpaid interest
thereon into common shares of the Company at a conversion price
equal to the lesser of CAD$0.93 per share and the 5-day volume
weighted average trading price of the common shares on the date of
conversion. The Company has agreed to grant Hepalink a security
interest in all of its assets, including its patents and other
intellectual property, as security for its obligations under the
Debentures. In addition, Hepalink will receive an aggregate of
300,000 common share purchase warrants exercisable for a period of
four years from the first closing date of the Debenture Financing
at a price of CAD$0.93 per share (the “Warrants”).
The completion of the Debenture Financing is
subject to satisfaction of customary conditions for a transaction
of this nature, including the approval of the Toronto Stock
Exchange. The Company plans to complete the Debenture Financing by
issuing the Debentures and Warrants to Hepalink in two equal
tranches, with the first tranche scheduled to be completed upon
satisfaction of all closing conditions in the next three days and
the second tranche to be completed by May 31, 2021.
The Company has a total of 238,766,021 common
shares issued and outstanding. Hepalink holds 85,286,524 common
shares and 11,466,619 common share purchase warrants which
represents 35.72 percent of the common shares outstanding before
giving effect to any outstanding warrants and 38.67 percent of the
outstanding common shares assuming the exercise by Hepalink of its
warrants. After giving effect to the Debenture Financing, in the
event of conversion of the principal amount of the Debentures at a
price of CAD$0.93, Hepalink would hold 37.78 percent of the common
shares outstanding before giving effect to any outstanding warrants
and 40.62 percent of the outstanding common shares assuming the
exercise by Hepalink of its warrants.
The net proceeds of the Debenture Financing will
be used to fund research and development activities, including but
not limited to, clinical trial activities, general and
administrative expenses, working capital needs and other general
corporate purposes.
The subscription for the Debentures and Warrants
by Hepalink is a related party transaction within the meaning of
applicable Canadian securities laws as Hepalink is an insider of
the Company. The subscription by Hepalink is exempt from the formal
valuation and minority approval requirements applicable to related
party transactions on the basis that the value of the transaction
insofar as it involves a related party is less than 25 percent of
the Company's market capitalization.
About Resverlogix
Resverlogix is developing apabetalone (RVX-208),
a first-in-class, small molecule that is a selective BET
(bromodomain and extra-terminal) inhibitor. Apabetalone is the
first therapy of its kind to have been granted US FDA Breakthrough
Therapy Designation – for a major cardiovascular indication – to
help facilitate a time-efficient drug development program including
planned clinical trials and plans for expediting the manufacturing
development strategy.
BET inhibition is an epigenetic mechanism that
can regulate disease-causing genes. Apabetalone is a BET inhibitor
selective for the second bromodomain (BD2) within the BET proteins.
This selective inhibition of apabetalone on BD2 produces a specific
set of biological effects with potentially important benefits for
patients with high-risk cardiovascular disease, diabetes mellitus,
chronic kidney disease, end-stage renal disease treated with
hemodialysis, neurodegenerative disease, Fabry disease, peripheral
artery disease and other orphan diseases, while maintaining a well
described safety profile.
Resverlogix common shares trade on the Toronto Stock Exchange
(TSX:RVX).
Follow us on:
- Twitter: @Resverlogix_RVX
- LinkedIn:
https://www.linkedin.com/company/resverlogix-corp-/
For further information please contact:
Investor RelationsEmail: ir@resverlogix.comPhone: 403-254-9252Or
visit our website: www.resverlogix.com
This news release may contain certain
forward-looking information as defined under applicable Canadian
securities legislation, that are not based on historical fact,
including without limitation statements containing the words
"believes", "anticipates", "plans", "intends", "will", "should",
"expects", "continue", "estimate", "forecasts" and other similar
expressions. In particular, this news release includes forward
looking information related to the Debenture Financing, including
the terms of the Debenture Financing, the completion of the
Debenture Financing and the use of proceeds therefrom, and the
potential role of apabetalone in the treatment of patients with
high-risk cardiovascular disease, diabetes mellitus, chronic kidney
disease, end-stage renal disease treated with hemodialysis,
neurodegenerative disease, Fabry disease, peripheral artery disease
and other orphan diseases. Our actual results, events or
developments could be materially different from those expressed or
implied by these forward-looking statements. We can give no
assurance that any of the events or expectations will occur or be
realized. By their nature, forward-looking statements are subject
to numerous assumptions and risk factors including those discussed
in our Annual Information Form and most recent MD&A which are
incorporated herein by reference and are available through SEDAR at
www.sedar.com. The forward-looking statements contained in this
news release are expressly qualified by this cautionary statement
and are made as of the date hereof. The Company disclaims any
intention and has no obligation or responsibility, except as
required by law, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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