Aurora Spine Corporation (“
Aurora Spine” or the
“
Company”) (TSXV: ASG) (OTCQB: ASAPF), a designer
and manufacturer of innovative medical devices that improve spinal
surgery outcomes, today announced that it has entered into
securities purchase agreements for a private placement of the
Company’s common shares (or common share equivalents) (a
“
Common Share” and, collectively, the
“
Common Shares”) and warrants to
purchase common shares ("
Common
Warrants") to institutional investors for
aggregate gross proceeds to the Company of approximately C$6.5
million (the "
Private Placement"). Pursuant to the
Private Placement, the Company will issue up to 11,220,930 Common
Shares and Common Warrants to purchase up to 8,415,697 Common
Shares at a combined purchase price of C$0.58 per Common Share and
associated Common Warrant. Each Common Warrant will entitle the
holder thereof to purchase one Common Share at an exercise price of
C$0.75 per share at any time prior to the three-year anniversary of
the closing date of the Private Placement (the "
Closing
Date"). The Company expects the Closing Date to occur on
or about September 17, 2021. The Private Placement is subject to
the satisfaction of certain customary closing conditions, including
the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the TSX Venture Exchange.
A.G.P./Alliance Global Partners (the
"Agent") is acting as the exclusive placement
agent for the Private Placement in the United States. The Company
will pay a cash commission to the Agent equal to: (i) 7.0% of the
aggregate gross proceeds of the Private Placement; and (ii) 7.0% of
the proceeds received by the Company from the exercise of Common
Warrants. In addition, the Company will issue to the Agent broker
warrants equal to 5.0% of the number of Common Shares sold under
the Private Placement ("Broker Warrants"). Each
Broker Warrant will entitle the holder thereof to purchase one
Common Share at an exercise price of C$0.58 per share at any time
prior to the three-year anniversary of the Closing Date.
In the United States, the Common Shares, Common
Warrants and the shares issuable upon the exercise of the Common
Warrants will be offered on a private placement basis pursuant to
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), and
certain other jurisdictions in accordance with applicable
securities laws.
No securities will be offered for sale or sold
in Canada.
This news release shall not constitute an offer
to sell, or a solicitation of an offer to buy, any securities of
the Company nor shall there be any sale of any of the securities in
any jurisdiction in Canada in connection with the Private
Placement; nor shall it constitute an offer to sell, or the
solicitation of an offer to buy, any securities of the Company nor
shall there be any sale of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. This news release shall not constitute an offer of
securities for sale in the United States. The securities have not
been, nor will be, registered under the U.S. Securities Act and
such securities may not be offered or sold within the United States
absent registration under U.S. federal and state securities laws or
an applicable exemption from such U.S. registration
requirements.
About Aurora Spine Corporation
Aurora Spine is focused on bringing new
solutions to the spinal implant market through a series of
innovative, minimally invasive, regenerative spinal implant
technologies. Additional information can be accessed at
www.aurora-spine.com or www.aurorapaincare.com.
Contact:
Aurora Spine CorporationTrent NorthcuttPresident and Chief
Executive Officer(760) 424-2004
Chad ClouseChief Financial Officer(760)
424-2004www.aurora-spine.com
Adam LowensteinerLYTHAM PARTNERS, LLCPhoenix | New
YorkTelephone: 646-829-9700asapf@lythampartners.com
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
information” within the meaning of applicable securities laws. All
statements contained herein that are not clearly historical in
nature may constitute forward-looking information. In some cases,
forward-looking information can be identified by words or phrases
such as “may”, “will”, “expect”, “likely”, “should”, “would”,
“plan”, “anticipate”, “intend”, “potential”, “proposed”,
“estimate”, “believe” or the negative of these terms, or other
similar words, expressions, and grammatical variations thereof, or
statements that certain events or conditions “may” or “will”
happen, or by discussions of strategy.
Where Aurora Spine expresses or implies an
expectation or belief as to future events or results, such
expectation or belief is based on assumptions made in good faith
and believed to have a reasonable basis. Such assumptions include,
without limitation, the expected completion of the Private
Placement.
However, forward-looking statements are subject
to risks, uncertainties, and other factors, which could cause
actual results to differ materially from future results expressed,
projected, or implied by such forward-looking statements. Such
risks include, but are not limited to, that sufficient capital and
financing cannot be obtained on reasonable terms, or at all, and
that technologies will not prove as effective as expected.
Accordingly, undue reliance should not be placed
on forward-looking statements and the forward-looking statements
contained in this press release are expressly qualified in their
entirety by this cautionary statement.
The forward-looking statements contained herein
are made as at the date hereof and are based on the beliefs,
estimates, expectations, and opinions of management on such date.
Aurora Spine does not undertake any obligation to update publicly
or revise any such forward-looking statements or any
forward-looking statements contained in any other documents whether
as a result of new information, future events or otherwise or to
explain any material difference between subsequent actual events
and such forward-looking information, except as required under
applicable securities law. Readers are cautioned to consider these
and other factors, uncertainties, and potential events carefully
and not to put undue reliance on forward-looking information.
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