Reunion Neuroscience Inc. (TSX: REUN, NASDAQ: REUN) ("Reunion" or
the “Company”), a biopharmaceutical company committed to developing
innovative and patented therapeutic solutions for underserved
mental health conditions, today announced that it has entered into
an equity distribution agreement with Canaccord Genuity to
establish an at-the-market equity facility.
Pursuant to the at-the-market equity facility
(ATM Facility), the Company may, at its discretion sell up to
US$10,000,000 of its common shares through “at-the-market”
issuances on the Nasdaq Stock Market in the United States. No
common shares will be offered or sold on the Toronto Stock Exchange
or any other marketplace in Canada. The Company intends to use the
net proceeds from the ATM Facility, if any, principally for general
corporate purposes to fund ongoing operations.
The offer and sale of the common shares under
the ATM Facility will be made by means of a prospectus supplement
dated November 18, 2022 (the “Prospectus Supplement”) which
supplements the Company’s existing short form base shelf prospectus
dated December 3, 2021 (the “Base Shelf Prospectus”) included in
the Company’s U.S. registration statement on Form F-10 (File No.
333-261515) under the U.S.-Canada multijurisdictional disclosure
system (the “Registration Statement”). Copies of the Registration
Statement and the Prospectus Supplement can be found on EDGAR
at www.sec.gov and copies of the Base Shelf Prospectus
and the Prospectus Supplement can be found on SEDAR at
www.sedar.com. Copies of such documents may also be obtained from
any of the following sources: Canaccord Genuity LLC, Attention:
Syndicate Department, 99 High Street, 12th Floor, Boston MA 021990,
by email at prospectus@cgf.com.
Such documents contain important information
about the ATM Facility. Prospective investors should read the Base
Shelf Prospectus and the Prospectus Supplement as well as the
Registration Statement before making an investment decision.
The Toronto Stock Exchange has conditionally
approved the ATM Facility and the Nasdaq Stock Market has been
notified of the ATM Facility.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these common shares in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Reunion Neuroscience
Inc.
Reunion (formerly, Field Trip Health Ltd.) is
committed to developing innovative therapeutic solutions for mental
health conditions. The Company’s lead asset, RE104, is a
proprietary, novel serotonergic psychedelic compound being
developed as a potential fast-acting and durable antidepressant for
patients suffering from postpartum depression and other mental
health conditions. The U.S. Patent and Trademark Office has granted
the Company a patent for the claims related to RE104, granting it
exclusive rights to the composition of matter, use and
manufacturing of a family of hemi-ester compounds of
hydroxytryptamines, including RE104. The patent will provide
protection until 2041. Reunion is also developing the RE200 series,
which includes compounds with potential for more selective
serotonin receptor activity with reduced psychoactivity for
potential use in more chronic treatment paradigms and
indications.
Learn more at
https://investors.reunionneuro.com, and
https://www.reunionneuro.com.
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Instagram.
To be added to the Reunion Neuroscience email
list, please email Reunion@kcsa.com with “REUN” in the subject
line.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains certain “forward
looking statements” and certain “forward-looking information” as
defined under applicable Canadian securities laws. Forward-looking
statements and information can generally be identified by the use
of forward-looking terminology such as “may”, “will”, “should”,
“expect”, “intend”, “estimate”, “anticipate”, “believe”,
“continue”, “plans” or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management’s current
expectations and plans relating to the future.
Specifically, such forward-looking information
included in this press release include, but are not limited to,
statements with respect to the following: including statements
regarding the aggregate value of common shares which may be issued
pursuant to the ATM Facility and the Company’s expected use of the
net proceeds from the ATM Facility, if any. Readers are cautioned
that such information may not be appropriate for other purposes.
Statements containing forward-looking information are not
historical facts, but instead represent management’s expectations,
estimates and projections regarding future events based on certain
material factors and assumptions at the time the statement was
made. Although the management of believes that the assumptions
underlying these statements are reasonable, they may prove to be
incorrect.
Forward-looking information is necessarily based
on a number of opinions, assumptions and estimates that, while
considered reasonable by the Company as of the date of this press
release, are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
information, including but not limited to: market conditions and
other factors that may affect the Company’s ability to utilize the
ATM Facility and the prices at which the Company may sell common
shares in the ATM Facility; the dilutive effect of issuances of
common shares in the ATM Facility; future capital needs and
uncertainty of additional financing; the competitive nature of the
industry; currency exchange risks; the need for the Company to
manage its planned growth and expansion; risks related to the
COVID-19 pandemic and its impact on the Company, economic
conditions and global markets; other unforeseen events,
developments, or factors causing any of the aforesaid expectations,
assumptions, and other factors ultimately being inaccurate or
irrelevant and those factors described in greater detail in our
most recent annual and interim management’s discussion and
analysis, and in the “Risk Factors” section of the, Base Shelf
Prospectus, the Prospectus Supplement and the Company’s annual
information form for the fiscal year ended March 31, 2022, which
are available at www.sedar.com, and should be considered carefully
by prospective investors.
If any of these risks or uncertainties
materialize, or if the opinions, estimates or assumptions
underlying the forward-looking information prove incorrect, actual
results or future events might vary materially from those
anticipated in the forward-looking information. Although we have
attempted to identify important risk factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other risk factors not
presently known to us or that we presently believe are not material
that could also cause actual results or future events to differ
materially from those expressed in such forward-looking
information. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information. No
forward-looking statement is a guarantee of future results.
Accordingly, you should not place undue reliance on forward-looking
information, which speaks only as of the date made. The
forward-looking information contained in this press release
represents our expectations as of the date specified herein and are
subject to change after such date. However, we disclaim any
intention or obligation or undertaking to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws.
All of the forward-looking information contained
in this press release is expressly qualified by the foregoing
cautionary statements.
For further information:
Media Contact:Shana Marino KCSA Strategic
Communications(347)
487-6189reunion@kcsa.com
Investor Contacts:Phil Carlson / Sophia
BashfordKCSA Strategic Communications(646) 573-0776 / (929)
246-7307reunion@kcsa.com
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