/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
LONDON,
ON and BOSTON,
June 6,
2024 /CNW/ - Sernova Corp.
("Sernova" or the "Company") (TSX:SVA)
(OTCQB:SEOVF) (FSE/XETRA:PSH) is pleased to announce that it
has filed a preliminary short form prospectus in connection with a
best efforts marketed public offering (the "Offering") of
units of the Company (the "Units"). The Offering is being
led by Stifel Nicolaus Canada Inc., as lead agent (the "Lead
Agent") and joint bookrunner with Leede Jones Gable Inc., on
behalf of a syndicate of agents that includes Ventum Financial
Corp., Raymond James, Research
Capital Corporation and Roth Canada, Inc. (together with the Lead
Agent, the "Agents") and is for minimum gross proceeds of
$6,500,000 and up to maximum gross
proceeds of $10,000,000. Each Unit
will be offered at a price of $0.33
per Unit (the "Offering Price"), and shall consist of one
(1) common share of the Company (each, a "Common Share") and
one (1) Common Share purchase warrant (a "Warrant"). Each
Warrant will entitle the holder to purchase one Common Share (each,
a "Warrant Share") at an exercise price of $0.40 per Warrant Share for 36 months. It
is expected that a definitive agency agreement will be entered into
between the Company and the Agents following the successful
marketing of the Offering.
The Company has agreed to grant the Agents an option (the
"Over-Allotment Option") to sell up to an additional number
of Units at the Offering Price as is equal to 15% of the number of
Units issued pursuant to the Offering, exercisable in whole or in
part, at any time and from time to time on or prior to the date
that is 30 days following the Closing Date (as defined below) to
cover over-allotments, if any, and for market stabilization
purposes. The Over-Allotment Option shall be exercisable for any
number of Units, Common Shares, Warrants, or any combination
thereof at a price equal to the Offering Price for a Unit and a
price to be agreed upon for the Common Shares and
Warrants.
The Company plans to use the net proceeds from the offering to
expand enrollment in the Company's phase I/II Human Donor Islet
clinical study, to support the Company's R&D activities and for
general corporate purposes. In addition Sernova would like to
announce that Evotec SE, its largest shareholder and collaboration
partner, will participate in the offering.
The Offering is scheduled to close on or about June 20, 2024 (the "Closing Date"), and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the
Toronto Stock Exchange (the "Exchange").
A preliminary short form prospectus containing important
information relating to the Offering has been filed with the
securities regulatory authorities in each of the provinces in
Canada, other than the Province of
Québec, and is still subject to completion or amendment. The
preliminary short form prospectus is available via SEDAR+ at
www.sedarplus.ca. Alternatively, the Company, any Agent or any
dealer participating in the Offering will arrange to send you the
preliminary short form prospectus upon request from the Lead Agent
at ecmcanada@stifel.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or any
U.S. state securities laws and may not be offered or sold to or for
the account or benefit of persons in the
"United States" or "U.S. persons" (as such terms are defined
in Regulation S under the U.S. Securities Act) unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
ABOUT SERNOVA AND ITS CELL POUCH
SYSTEM PLATFORM FOR CELL THERAPY
Sernova Corp. is a clinical-stage biotechnology company that is
developing therapeutic cell technologies for chronic diseases,
including insulin-dependent diabetes, thyroid disease, and blood
disorders that include hemophilia A. Sernova is currently focused
on developing a 'functional cure' for insulin-dependent diabetes
with its lead technology, the Cell Pouch System, a novel
implantable and scalable medical device with immune protected
therapeutic cells.
On implantation, the Cell Pouch forms a natural, vascularized
tissue environment in the body allowing long- term survival and
function of therapeutic cells that release essential factors that
are absent or deficient in the bodies of patients with certain
chronic diseases. Sernova's Cell Pouch System has demonstrated its
potential to be a 'functional cure' for people with T1D in an
ongoing Phase 1/2 clinical study at the University of Chicago.
Sernova partnered with Evotec to develop an implantable
off-the-shelf iPSC (induced pluripotent stem cells) based islet
replacement therapy. This partnership provides Sernova a
potentially unlimited supply of insulin- producing cells to treat
millions of patients with insulin-dependent diabetes (type 1 and
type 2). Sernova's development pipeline that uses its Cell Pouch
System also includes: a cell therapy for hypothyroid disease
resulting from thyroid gland removal and an ex vivo lentiviral
Factor VIII gene therapy for hemophilia A.
Forward-looking Statements
This press release contains 'forward-looking information' within
the meaning of applicable Canadian securities legislation. These
statements relate to future events or future performance. The use
of any of the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on Sernova's
current belief or assumptions as to the outcome and timing of such
future events. Forward looking information in this press release
includes information with respect to the Offering, including the
timing and ability of the Company to close the Offering, receipt of
all regulatory and stock exchange approvals, and the intended use
of proceeds by the Company. Forward-looking information is based on
reasonable assumptions that have been made by Sernova at the date
of the information and is subject to known and unknown risks,
uncertainties, and other factors that may cause actual results or
events to differ materially from those anticipated in the
forward-looking information. Examples of such risk factors include:
the inability of the Company to close the Offering or to obtain all
necessary Exchange and regulatory approvals; credit and market
factors (including equity, foreign exchange and interest rate); the
Company's ability to secure licensing arrangements on reasonable
terms, or at all; ability to conduct all required preclinical and
clinical studies for the company's Cell Pouch System and or related
technologies, including the timing and results of those trials;
ability to obtain all necessary regulatory approvals, or on a
timely basis; ability to in-license additional complementary
technologies; ability to execute its business strategy and
successfully compete in the market; the general business and
economic conditions in the regions in which the Company operates;
the ability of the Company to execute on key priorities, including
the successful development of its product candidates, and strategic
plans and to attract, develop and retain key executives; the
failure of third parties to comply with their obligations to the
Company or its affiliates; the impact of new and changes to, or
application of, current laws and regulations governing the
Company's business; dependence on key suppliers; increased
competition; changes in foreign currency rates; liquidity and
capital adequacy; increased funding costs and market volatility due
to market illiquidity and competition for funding; the availability
of funds and resources to pursue operations; critical accounting
estimates and changes to accounting standards, policies, and
methods used by the Company; the inherent risks associated with the
development of biotechnology combination products generally; as
well as those risk factors disclosed under the heading "Risk and
Uncertainties" in the Company's annual MD&A (dated January 26, 2024) for the years ended
October 31, 2023 and 2022, which has
been filed on SEDAR+ and is available under the Company's profile
at www.sedarplus.ca. Given these risks, uncertainties and
assumptions, you should not unduly rely on these forward-looking
statements. The forward-looking information contained in this press
release is made as of the date hereof, and Sernova is not obligated
to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws. The foregoing statements
expressly qualify any forward-looking information contained
herein.
SOURCE Sernova Corp.
