Stem Cell Therapeutics Completes $33 Million Private Placement
TORONTO, ONTARIO--(Marketwired - Dec 13, 2013) - Stem Cell
Therapeutics Corp. (TSX-VENTURE:SSS)(OTCQX:SCTPF), an
immuno-oncology company developing cancer stem cell- related
therapeutics, is pleased to announce that it has raised gross
proceeds of $33 million through a private placement of units. The
financing proceeds will be used to advance the Company's CD47
cancer stem cell program through IND-enabling studies,
manufacturing and phase 1 clinical trials.
"The transformation
of Stem Cell Therapeutics into a global competitor in the immuno-
oncology space requires a value-driving asset backed by world class
science, access to significant capital, experienced leadership, as
well as a strong and knowledgeable investor base. As of today we
have all those components," commented the company's CEO, Dr. Niclas
Stiernholm.
The financing was
led by a prominent U.S. healthcare fund, with participation from
several other premier U.S. healthcare institutional investors,
including Special Situations Funds, Ridgeback Capital, Merlin
Nexus, Sabby Capital, venBio, Opaleye Management and HSMR Advisors.
Bloom Burton & Co. acted as lead agent for the private
placement. ROTH Capital Partners, LLC acted as placement agent in
the United States.
"The significant
investment and validating sponsors hip from these reputable life
science- focused funds is the result of a concentrated effort to
introduce the U.S. investment community to our CD47 immune
checkpoint program since the acquisition of Trillium Therapeutics
in April 2013," added Dr. Stiernholm.
In connection with
the offering, the Company issued 157,142,858 units at a price of
$0.21 each. The units consisted of either one common share and
three-quarters of a common share purchase warrant ("Common Share
Units") or one Series 1 Non-Voting First Preferred Share and
three-quarters of a common share purchase warrant ("Preferred Share
Unit"). Of the total Units issued, 79,247,693 units were Common
Share Units and 77,895,165 units were Preferred Shares Units. Each
whole warrant entitles the holder to purchase one common share at a
price of $0.28 at any time prior to expiry on December 13, 2018.
Following the offering, the Company has 121,752,380 common shares
issued and outstanding (144,031,618 on a fully diluted basis).
The Company paid its
agents a commission of 6% of the gross proceeds of the offering
(excluding subscription proceeds from certain President's list
subscribers), or $1,053,116, and issued a number of compensation
warrants equal to 6% of the units sold in the offering (except
units sold to President's list subscribers), or 5,014,839
compensation warrants. Each compensation warrant entitles the
holder to acquire one common share at an exercise price of $0.21
prior to expiry on December 13, 2015.
All securities
issued under the offering (including the compensation warrants), in
Canada are subject to a four month hold and resale restrictions
under Canadian securities law, and in the United States are subject
to statutory resale restrictions under U.S. securities laws. All
securities issued under the offering are also subject to a four
month hold imposed under the policies of the TSX Venture
Exchange.
Subscribers who
purchased Preferred Share Units and certain subscribers who
purchased Common Share Units also agreed to be subject to
restrictions on the conversion and exercise of securities of the
Company convertible in common shares. Such subscribers cannot
convert or exercise securities of the Company convertible into
common shares if, after giving effect to the exercise of
conversion, the subscriber and its joint actors would have
beneficial ownership or direction or control over common shares in
excess of 4.99% of the then outstanding common shares. This limit
can be raised at the option of the subscriber on 61 days prior
written notice: (i) up to 9.99%, (ii) up to 19.99%, subject to
stock exchange clearance of a personal information form submitted
by the subscriber, and (iii) above 19.99%, subject to stock
exchange approval and shareholder approval.
Subject to receipt
of any required regulatory approvals, subscribers who purchased a
minimum of 10% of the securities sold under the offering have been
given rights to purchase securities of the Company in future
financings to enable each such subscriber to maintain its
percentage holding in the Company for so long as the subscriber
holds at least 10% of the outstanding common shares on a
fully-diluted basis.
About the CD47/SIRPa
axis:
CD47 and SIRPa
comprise an important immunoregulatory axis that controls
macrophage phagocytosis - the process by which target cells are
engulfed and destroyed. CD47 binds SIRPa on the surface of
macrophages, and delivers a "do not eat" signal that suppresses
phagocytosis. There is strong evidence that many blood-derived
cancers and solid tumors exploit the CD47-SIRPa pathway to escape
macrophage-mediated destruction. This pathway is particularly
relevant for cancer stem cells, the rare populations of tumor cells
with stem cell-like properties that are often resistant to
conventional therapies. SCT is developing a soluble SIRPaFc fusion
protein that binds to CD47 with high affinity and blocks its
interaction with cell surface SIRPa, enabling macrophages to kill
tumor cells in vitro (while sparing normal cells) and
inducing potent anti-tumor responses in vivo. It is being
developed initially as a treatment for acute myeloid leukemia, the
most common acute leukemia in adults.
About Stem Cell
Therapeutics:
Stem Cell
Therapeutics Corp. (SCT) is an immuno-oncology company advancing
cancer stem cell discoveries into novel and innovative cancer
therapies. Building on over half a century of leading and
groundbreaking Canadian stem cell research, the company is
supported by established links to a group of prominent Toronto
academic research institutes and cancer treatment centers,
representing one of the world's most acclaimed cancer research
hubs. The Company has two premier preclinical programs, SIRPaFc and
a CD200 monoclonal antibody (mAb), which target two key
immunoregulatory pathways that tumor cells exploit to evade the
host immune system. SIRPaFc is an antibody-like fusion protein that
blocks the activity of CD47, a molecule that is upregulated on
cancer stem cells in AML and several other tumors. The CD200 mAb is
a fully human monoclonal antibody that blocks the activity of
CD200, an immunosuppressive molecule that is overexpressed by many
hematopoietic and solid tumors. SCT's clinical stage programs
include the recently in-licensed program focused on the structure
of tigecycline, which is currently being evaluated in a
multi-centre Phase I study in patients with acute myeloid leukemia
(AML), as well as TTI-1612, a non- cancer stem cell asset that
recently completed a 28-patient Phase I trial in interstitial
cystitis ("IC") patients. For more information, visit:
www.stemcellthera.com.
Caution Regarding
Forward-Looking Information:
This press release
may contain forward-looking statements, which reflect SCT's current
expectation regarding future events. An example of forward-looking
information in this news release includes the use of the proceeds
of the financing. These forward-looking statements involve risks
and uncertainties that may cause actual results, events or
developments to be materially different from any future results,
events or developments expressed or implied by such forward-looking
statements. Such factors include changing market conditions; the
successful and timely completion of pre-clinical and clinical
studies; the establishment of corporate alliances; the impact of
competitive products and pricing; new product development risks;
uncertainties related to the regulatory approval process or the
ability to obtain drug product in sufficient quantity or at
standards acceptable to health regulatory authorities to complete
clinical trials or to meet commercial demand; and other risks
detailed from time to time in SCT's ongoing quarterly and annual
reporting. Except as required by applicable securities laws, SCT
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
The securities
issued under the offering 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 of
an offer to buy any of the Company's securities in the United
States.
Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Stem Cell Therapeutics Corp.James ParsonsChief Financial
Officer+1 416 595
0627jparsons@stemcellthera.comwww.stemcellthera.comInvestor
Contact:ProActive CapitalJeff Ramson+1
646-863-6519jramson@proactivecapital.comProActive CapitalKirin
Smith+1 646-863-6519ksmith@proactivecapital.com
Sunvest Minerals Corp (TSXV:SSS)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Sunvest Minerals Corp (TSXV:SSS)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024