Theralase® Technologies Inc. (“
Theralase®” or the
“
Company”) (
TSXV: TLT)
(
OTCQB: TLTFF), a clinical stage pharmaceutical
company focused on the research and development of light activated
Photo Dynamic Compounds (“
PDCs”) and their
associated drug formulations, used to destroy various cancers,
bacteria and viruses, safely and effectively, is pleased to
announce that it has closed a non-brokered private placement
offering (“
Offering”) of units
(“
Units”). On closing, the
Corporation issued an aggregate of 10,000,000 Units at a price of
$0.25 per Unit for aggregate gross proceeds of approximately
$2,500,000.
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 $0.35 per share for a period of 24 months
following the date of issuance.
In connection with the Offering, the Company
paid a finder’s fee of $10,167 in cash and 76,800 in Common Shares
at a price of $0.25 per Common Share and issued 58,734 finder’s
warrants. Each finder’s warrant is exercisable into one Common
Share at an exercise price of $0.35 per share for a period of 24
months after the closing of the Offering.
The Company intends to use the proceeds of the
Offering for the following:
- Good Laboratory Practice (“GLP”) Toxicology
Study for Intravenous installation of Rutherrin intended for the
treatment of Non Small Lung Cancer (“NSCLC”) and
Glio Blastoma Multiforme (“GBM”)
- Advancement of Phase II Non-Muscle Invasive Bladder Cancer
(“NMIBC”) clinical study
- Working capital and general corporate purposes
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 (the “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
January 22, 2023. The Offering is subject to receipt of final
acceptance from the TSX Venture Exchange.
Related Party Transactions An
aggregate of 2,400,000 Units, representing gross proceeds of
$600,000, 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 activated
compounds and their associated drug formulations with a primary
objective of efficacy and a secondary objective of safety in the
destruction of various cancers, bacteria and viruses.
Additional information is available
at www.theralase.com and www.sedar.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
statements" 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 and their drug formulations. Forward
looking statements may be identified by the use of the words
"may, "should",
"will", "anticipates",
"believes", "plans",
"expects", "estimate",
"potential for" and similar expressions including
statements related to the current expectations of Company's
management for future research, development and commercialization
of the Company’s Photo Dynamic Compounds and their drug
formulations, including preclinical research, clinical studies and
regulatory approvals.
These statements involve significant risks,
uncertainties and assumptions; including, the ability of the
Company to: adequately fund and secure the requisite regulatory
approvals to successfully complete a Phase II NMIBC clinical study
in a timely fashion to implement its development plans. Other risks
include: the ability of the Company to successfully commercialize
its drug formulations, the risk that access to sufficient capital
to fund the Company’s operations may not be available or may not be
available on terms that are commercially favorable to the Company,
the risk that the Company’s drug formulations may not be effective
against the conditions tested in its clinical studies, the risk
that the Company’s fails to comply with the term of license
agreements with third parties and as a result loses the right to
use key intellectual property in its business, the Company’s
ability to protect its intellectual property, the timing and
success of submission, acceptance and approval of regulatory
filings, and the impacts of public health crises, such as COVID-19.
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 forward-
looking statements, which are not a guarantee of future
performance. There can be no assurance that forward-looking
statements will successfully come to fruition, as such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results or
future events to differ materially from the forward-looking
statements.
Although the forward-looking statements
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 forward-looking
statements.
All forward-looking statements 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:1.866.THE.LASE
(843.5273)416.699.LASE (5273)www.theralase.com
Kristina Hachey, CPAChief Financial
Officerkhachey@theralase.com416.699.LASE (5273) x 224
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