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TORONTO and HOUSTON, March 12,
2020 /CNW/ - Medicenna Therapeutics Corp.
("Medicenna" or the "Company") (TSX: MDNA), a
clinical stage immuno-oncology company, announces that it intends
to file a (final) short form prospectus
(the "Prospectus") in each of the provinces of
British Columbia, Alberta and Ontario, in connection with the marketed
offering (the "Offering") of common shares of the
Company ("Offered Shares"). The Company also announces that
it intends to refile on SEDAR, under the Company's profile, license
agreements entered into as of August 21,
2015 with Leland Stanford Junior University with respect to
the in-licensing of IL-2, IL-4 and IL-13 tunable cytokines, called
"Superkines" (collectively, the "Stanford License
Agreements"), license agreements entered into as of
September 26, 2013 with the National
Institutes of Health covering composition, methods of use,
combination therapy and delivery of MDNA55, as amended
(the "NIH License Agreements"), as well as the cancer
research grant contract entered into as of March 1, 2015 with the Cancer Prevention and
Research Institute of Texas
(the "CPRIT Grant Contract"), as further discussed
below.
Description of the Offering
Pursuant to the Offering, the Company intends to issue up to
11,290,323 Offered Shares at a price of CDN$3.10 per Offered Share for gross proceeds of
up to approximately CDN$35 million.
The Offering is undertaken on a best efforts basis pursuant to the
terms and conditions of an agency agreement (the "Agency
Agreement") entered into among Bloom Burton Securities Inc.,
Mackie Research Capital Corporation, Haywood Securities Inc.
(collectively, the "Agents") and the Company. In
connection with the Offering, the Agents will be paid, at closing,
a cash commission equal to 7.0% of the aggregate gross proceeds of
the Offering and will be issued compensation options exercisable to
acquire such number of Common Shares as is equal to 7.0% of the
aggregate number of Offered Shares sold pursuant to the Offering
(the "Compensation Option Shares"). The Company has
also granted to the Agents a 30‑day over-allotment option to sell
up to an additional 15% of the number of Offered Shares sold
pursuant to the Offering.
The Offering is subject to the satisfaction of certain customary
conditions. The Company has received conditional approval from the
Toronto Stock Exchange ("TSX") to have the Offered
Shares and the Compensation Option Shares listed on the TSX.
Listing is subject to the final approval of the TSX in accordance
with its applicable listing requirements. Closing of the Offering
is expected to occur on or about March 17,
2020.
The Offered Shares have not been registered under the United
States Securities Act of 1933, as amended, or applicable state
securities laws, and may not be offered or sold in the United States absent registration or an
exemption from such registration requirements. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the Offered
Shares, in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such province, state or
jurisdiction.
Refiling of Material Contracts
The Stanford License Agreements, the NIH License Agreements and
the CPRIT Grant Contract are being refiled as certain benchmarks,
development milestones and/or plans in such agreements had been
redacted in the previously filed versions. The Company also intends
to file amendments to the Stanford License Agreements and
amendments to the CPRIT Grant Contract under which, among other
things, the development milestones were updated to reflect the
current stage of development of the relevant programs.
The dissemination of this news release and the refiling of the
Stanford License Agreements, the NIH License Agreements and the
CPRIT Grant Contract on SEDAR are being completed in connection
with a review conducted by staff of the Ontario Securities
Commission as part of the filing of the Prospectus.
About Medicenna Therapeutics Corp.
Medicenna is a clinical stage immunotherapy company focused on
oncology and the development and commercialization of novel, highly
selective versions of IL-2, IL-4 and IL-13 Superkines and first in
class Empowered Cytokines™ (ECs) for the treatment of a broad range
of cancers. Supported by a US$14.1M
non-dilutive grant from CPRIT (Cancer Prevention and Research
Institute of Texas), Medicenna's lead IL4-EC, MDNA55, has
completed enrolling patients in a Phase 2b clinical trial
for rGBM, the most common and uniformly fatal form of brain cancer,
at top-ranked brain cancer centres in the US. MDNA55 has been
studied in five clinical trials involving 132 patients, including
112 adults with rGBM. MDNA55 has demonstrated compelling efficacy
and has obtained Fast-Track and Orphan Drug status from the FDA and
FDA/EMA respectively. For more information, please
visit www.medicenna.com.
This news release contains forward-looking statements
relating to the future operations of the Company and other
statements that are not historical facts. Forward-looking
statements are often identified by terms such as "will", "may",
"should", "anticipate", "expects" and similar expressions. All
statements other than statements of historical fact, included in
this release, including, without limitation, statements related to
the completion of the Offering and the future plans and objectives
of the Company, are forward-looking statements that involve risks
and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's expectations include the risks
detailed in the annual information form of the Company dated
June 24, 2019 and in other filings
made by the Company with the applicable securities regulators from
time to time.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect and that study results could change over time
as the study is continuing to follow up all patients and new data
are continually being received which could materially change study
results. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Company. The reader is
cautioned not to place undue reliance on any forward-looking
information. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will update or
revise publicly any of the included forward-looking statements only
as expressly required by Canadian securities law.
SOURCE Medicenna Therapeutics Corp.