ImmunoPrecise Announces Financing Agreement with Yorkville Advisors Global, LP of up to $3.0 Million Aggregate Principal Amount of Convertible Debentures
16 Julio 2024 - 7:01PM
Business Wire
ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”)
(NASDAQ: IPA), an AI-driven biotherapeutic research and technology
company, today announced that it has entered into a securities
purchase agreement (the “Securities Purchase Agreement”) with YA II
PN, Ltd., an investment fund managed by Yorkville Advisors Global,
LP (“Yorkville”), under which the Company agreed to sell and issue
to Yorkville $3.0 million aggregate principal amount of convertible
debentures (the “Convertible Debentures”) in two tranches and at a
purchase price of 95% of the aggregate principal amount. All dollar
amounts in this news release are in United States dollars.
The Convertible Debentures are convertible into common shares of
the Company (the “Common Shares”). The sale and issue of the first
tranche consists of $2.0 million principal amount of Convertible
Debentures and was completed on July 16, 2024 (the “First
Closing”). The sale and issue of the second tranche consists of
$1.0 million principal amount of Convertible Debentures and is
expected to close on or about the date the initial Registration
Statement (as defined in the Registration Rights Agreement (as
defined below)) has first been declared effective by the United
States Securities and Exchange Commission (the “SEC”).
Each Convertible Debenture will be an unsecured obligation of
the Company and will be wholly and unconditionally guaranteed by
certain of the Company’s subsidiaries. The Convertible Debentures
will incur interest at a rate of 8.0% per annum. The outstanding
principal amount of and accrued and unpaid interest, if any, on,
the Convertible Debentures must be paid by the Company in cash when
the same becomes due and payable under the terms of the Convertible
Debentures at their stated maturity, upon their redemption or
otherwise. The Convertible Debentures are redeemable at any time
provided that the volume-weighted average price (“VWAP”) for the
Common Shares is less than $1.16, at a redemption price equal to
the principal amount, plus accrued and unpaid interest on the
principal amount to be redeemed, plus a 10% premium. If at any time
on and after November 1, 2024, the daily VWAP for the Common Shares
is less than $0.20 for five Trading Days during a period of seven
consecutive Trading Days or a default with respect to the
Registration Statement has occurred, the Company shall be required
to make monthly installments payments on the Convertible Debentures
in an amount equal to $300,000 principal amount, plus accrued and
unpaid interest on the outstanding principal amount, plus a 10%
premium.
Subject to certain limitations contained within the Securities
Purchase Agreement and the Convertible Debentures, holders of the
Convertible Debentures will be entitled to convert the principal
amount of, and accrued and unpaid interest, if any, on each
Convertible Debenture, in whole or in part, from time to time, into
a number of Common Shares at a Conversion Price equal to the lower
of (i) $1.16 per Common Share, or (ii) 95% of the lowest daily VWAP
for the Common Shares during the 10 consecutive trading days
immediately preceding the conversion date or other date of
determination (the “Market Price”), but which Market Price shall
not be lower than $0.20. The Conversion Price is subject to
anti-dilution adjustments pursuant to the terms and conditions of
the Securities Purchase Agreement and the Convertible Debentures.
During any consecutive 30-day period, the holders of the
Convertible Debentures may not, without the prior written consent
of the Company, convert more than $300,000 in principal amount of
Convertible Notes during any 30-day period if the Conversion Price
is less than $1.16, provided, however, that the foregoing
limitation shall not apply during the occurrence and during the
continuance of an event of default under the Convertible
Debentures.
In connection with the offering, the Company and Yorkville
entered into a customary Registration Rights Agreement (the
“Registration Rights Agreement”) pursuant to which the Company has
agreed to provide certain registration rights to Yorkville under
the U.S. Securities Act of 1933, as amended.
The Company intends to use the net proceeds from the proposed
offering for research and development; capital expenditures; and
working capital and general corporate purposes.
Clear Street LLC acted as the sole placement agent on the
transaction.
Dorsey & Whitney LLP and Norton Rose Fulbright Canada LLP
served as U.S. and Canadian legal counsel, respectively, to the
Company.
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
these securities in Canada or the United States or any other state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About ImmunoPrecise Antibodies Ltd.
The IPA Family is a biotherapeutic research and technology group
that leverages systems biology, multi-omics modelling and complex
artificial intelligence systems to support its proprietary
technologies in bioplatform-based antibody discovery. Services
include highly specialized, full-continuum therapeutic biologics
discovery, development, and out-licensing to support its business
partners in their quest to discover and develop novel biologics
against the most challenging targets. ImmunoPrecise Antibodies Ltd.
has several subsidiaries in North America and Europe including
entities such as Talem Therapeutics LLC, BioStrand BV,
ImmunoPrecise Antibodies (Canada) Ltd. and ImmunoPrecise Antibodies
(Europe) B.V. (collectively, the “IPA Family”). For further
information, visit www.ipatherapeutics.com.
Forward-Looking Statement:
This press release contains forward-looking statements within
the meaning of applicable United States securities laws and
Canadian securities laws. Forward-looking statements are often
identified by the use of words such as “expects” “estimates”,
“intends”, “anticipates” or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“would”, “might” or “will” be taken, occur or be achieved.
Forward–looking statements include statements related to the
offering, including the expected use of proceeds from the offering,
the expected completion of the second tranche and the effectiveness
of a registration statement with the SEC. Although the Company
believes that we have a reasonable basis for each forward-looking
statement, we caution you that these statements are based on a
combination of facts and factors currently known by us and our
expectations of the future, about which we cannot be certain. Our
actual future results may be materially different from what we
expect due to factors largely outside our control, including risks
and uncertainties related to market and other conditions and the
impact of general economic, industry or political conditions in the
United States, Canada or internationally, length or results of any
SEC review of the registration statement. You should also consult
our quarterly and annual filings with the Canadian and U.S.
securities commissions for additional information on risks and
uncertainties. These forward–looking statements speak only as of
the date of this press release and the Company undertakes no
obligation to revise or update any forward–looking statements for
any reason, even if new information becomes available in the
future.
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version on businesswire.com: https://www.businesswire.com/news/home/20240716399087/en/
Investor contact: investors@ipatherapeutics.com
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