Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) is pleased to announce the closing of its marketed short form prospectus offering pursuant to which the Company issued 28,423,943 units of the Company at a price of $0.18 per Unit for gross proceeds of $5,116,309.74. The Offering was led by Mackie Research Capital Corporation, as sole bookrunner, and Canaccord Genuity Corp. as co-lead agents, together with Haywood Securities Inc. and PI Financial Corp.
Each Unit is comprised of one common share of the Company (a “Common Share“) and one Common Share purchase warrant of the Company (a “Warrant“). Each Warrant is exercisable into one Common Share at a price of $0.25 until June 10, 2023.
Commencing on June 10, 2021, if the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange for any period of 20 consecutive trading days equals or exceeds $0.50, the Company may, upon providing written notice to the holders of the Warrants (the “Acceleration Notice“), accelerate the expiry date of the Warrants to the date that is 30 days following the date of the Acceleration Notice.
The Company has granted the Agents an option (the “Over-Allotment Option“) to cover over-allotments and for market stabilization purposes, exercisable in whole or in part at the sole discretion of the Agents, at any time up to 30 days from the closing of the Offering, to increase the size of the Offering by up to 15% of the number of Units (and/or the components thereof) sold pursuant to the Offering, on the same terms and conditions of the Offering.
The net proceeds raised under the Offering will be used for research and product development expenses, sales and marketing expenses, operating expenses and general and administrative expenses as well as for working capital and general corporate purposes.
Tamar Innovest Limited, the Company’s largest shareholder, and a company managed by Ralph Bossino, a director of the Company, purchased 3,888,889 Units in the Offering for an aggregate purchase price of $700,000. Tamar now owns or exercises control or direction of 34,385,706 common shares of the Company, representing approximately 19.6% of the total issued and outstanding shares of the Offering following closing of the Offering.
Gowling WLG (Canada) LLP and Eyal Flom, Adv. were legal advisors to the Company in Canada and Israel, respectively, and DLA Piper (Canada) LLP were legal advisors to the Agents, in connection with the Offering.
The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act“) or any state securities laws. Accordingly, the securities may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The Company, through its wholly-owned subsidiary, Innocan Pharma Ltd. (“Innocan Pharma Israel“), is a pharmaceutical tech company that focuses on the development of several drug delivery platforms combining cannabidiol (“CBD“) with other pharmaceutical ingredients. Innocan and Ramot at Tel Aviv University are collaborating on the development of a new exosome-based technology that targets both central nervous system indications and the COVID-19 coronavirus. CBD-loaded exosomes may hold the potential to provide a highly synergistic effect of anti-inflammatory properties and help in the recovery of infected lung cells. This product, which is expected to be administrated by inhalation, will be tested against a variety of lung infections.