Announces Closing of Previously Announced Public Offering and Partial Exercise of Over-Allotment Option
September 4, 2014
Immunovaccine Inc., a clinical stage vaccine and immunotherapy company, has closed the previously announced public offering (the “Offering”), raising gross proceeds of $9,514,543. Under the terms of the Offering, a total of 9,153,300 units (the “Units”) were issued at a price of $0.95 per unit (the “Issue Price”) for gross proceeds of $8,695,635 with the balance of the proceeds resulting from the partial exercise of the over-allotment option, as described below. Each Unit consists of one common share in the share capital of Immunovaccine (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one additional Common Share upon payment of the exercise price of $1.24 per share until March 4, 2016.
The Company will concurrently complete a non-brokered private placement (the “Private Placement”), raising a total of $1,716,816. Under the terms of the Private Placement, a total of 1,907,574 common shares of the Company will be issued at a price of $0.90 per share. In connection with the Private Placement, Immunovaccine has agreed to pay finders’ fees of $69,614.
“The proceeds from the successful Offering and Private Placement put Immunovaccine in a strong financial position at an important time for the Company,” said Marc Mansour, Ph.D., chief executive officer of Immunovaccine. “Having recently generated the first evidence of clinical benefit in a patient with DPX-Survivac, our lead cancer vaccine, we now plan to advance into multiple Phase II clinical trials in the coming months. Furthermore, just last week, we announced positive results from a preliminary study of an Ebola virus vaccine formulated in our DepoVax™ technology and are currently exploring a potential development program with various organizations. This is in addition to our ongoing anthrax vaccine program with the National Institute of Allergy and Infectious Diseases and a planned 2014 clinical trial with a DepoVax-based vaccine against respiratory syncytial virus (RSV).”
Mackie Research Capital Corporation served as the lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Maxim Group LLC and Cormark Securities Inc. (together, the “Underwriters”) on the Offering.
As part of the Offering, the Company granted to the Underwriters an over-allotment option (the “Over-Allotment Option”), which entitles the Underwriters to purchase, up to 30 days after the closing of the Offering, up to (i) an additional 1,372,995 Units (the “Over-Allotment Units”) at the Issue Price, each Over-Allotment Unit being comprised of one common share and one-half of one additional common share purchase warrant (each whole common share purchase warrant, an “Over-Allotment Warrant”), (ii) 686,497 Over-Allotment Warrants, at a price of $0.062 per Over-Allotment Warrant, or (iii) any combination of Over-Allotment Units and Over-Allotment Warrants, for additional gross proceeds of up to $1,304,345.
As indicated above, the Underwriters have partially exercised their Over-Allotment Option and purchased 849,495 Over-Allotment Units and 191,750 Over-Allotment Warrants. As a result of the partial exercise of the Over-Allotment Option, the Company received additional gross proceeds of $818,908 and will have raised total gross proceeds of $9,514,543 under the Offering.
The Company will have received from the Offering and Private Placement aggregate gross proceeds of $11,231,359.
The net proceeds of the Offering and the Private Placement will be used to advance the research and development and clinical advancement of the Company’s cancer and infectious vaccine candidates and for general corporate and working capital purposes.
As previously announced on August 26, 2014, certain insiders of the Company will participate in the Offering and the Private Placement and subscribe for an aggregate of 553,947 Units under the Offering and 1,772,372 common shares of the Company under the Private Placement. Participation of insiders of the Company in the Offering and Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101″). The Offering and the Private Placement are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering and the Private Placement as the details of the participation of the insiders of the Company had not been confirmed at that time.
All the common shares issued under the Private Placement are subject to a four (4) month statutory hold period until January 5, 2015.
The securities described herein 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 state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
Immunovaccine Inc. develops cancer immunotherapies and infectious disease vaccines based on the Company’s DepoVax™ platform, a patented formulation that provides controlled and prolonged exposure of antigens and adjuvant to the immune system. Immunovaccine has advanced two T cell activation therapies for cancer through Phase I human clinical trials. Lead cancer vaccine therapy, DPX-Survivac, is expected to enter Phase II clinical studies in both ovarian cancer and glioblastoma (brain cancer). The Company is also advancing an infectious disease pipeline including innovative vaccines for respiratory syncytial virus (RSV) and anthrax. Connect at www.imvaccine.com.