XORTX Therapeutics Inc. (“
XORTX” or the
“
Company”) (NASDAQ: XRTX | TSXV: XRTX | Frankfurt:
ANU), a late stage clinical pharmaceutical company focused on
developing innovative therapies to treat progressive kidney
disease, announces that it has filed an amended and restated
prospectus supplement for its previously announced offering of for
aggregate gross proceeds of up to $2 million. Under the amended and
restated prospectus supplement, the size of the offering is
increased by $2 million to up to $4 million.
The amended and restated prospectus supplement
is on a non-brokered offering of up to 1,333,334 common share units
(“Common Share Units”) at $3.00 per Common Share
Unit, with each Common Share Unit consisting of one common share,
no par value, and one warrant (“Warrant”) to
purchase one common share at $4.50 per common share for a period of
two years for aggregate gross proceeds of up to $4 million, prior
to deducting offering expenses (the “Offering”).
The common shares and Warrants contained in the Common Share Units
are immediately separable upon issuance. The Warrants have an
initial exercise price of $4.50 per share, will be immediately
exercisable, and may be exercised for two years from the date of
issuance, provided, however that, if, the common shares on the TSX
Venture Exchange (“TSXV”) trade at greater than
$6.00 for 10 or more consecutive trading days, the Warrants will be
accelerated and the Warrants will expire on the 30th business day
following the date of such notice.
The Offering is expected to close on or about
February 7, 2024, subject to satisfaction of customary closing
conditions, and such closing may occur over multiple tranches, and
in no event will the last closing date be later than 45 days from
the date hereof.
The Company may pay finder’s fee representing 5%
of the gross proceeds from the Offering to one or more qualified
finders in respect of the sale of Common Share Units to certain
identified purchasers.
The Offering is made under the short form base
shelf prospectus dated April 24, 2023, which provides for the issue
of up to $50 million principal amount of securities. Complete
details of the Offering are set out in the amended and restated
prospectus supplement filed with the Canadian securities regulatory
authorities and made available on SEDAR+ at www.sedarplus.ca.
This news release does
not constitute an offer to sell or a solicitation of an offer to
sell any of the securities in the United States. The securities
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 may not be offered
or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
In addition to the
previously announced consulting agreement entered into between the
Company and Plutus Bridge Capital Inc. (“Plutus”),
XORTX retained Plutus pursuant to an amended and restated
consulting agreement made as of January 27, 2024 (the
“Consulting Agreement”) to provide social media
marketing and related services in accordance with TSX Venture
Exchange policies. Plutus is an independently owned public
relations and capital markets consultancy firm based in Vancouver,
British Columbia. Plutus will use commercially reasonable efforts
to increase public awareness of the Company and its products,
services, and securities through online advertising campaigns. The
services may include facilitating the creation and distribution and
marketing materials and paid advertisements. XORTX and Plutus are
unrelated and unaffiliated entities. Plutus has informed the
Company that it currently has no present, direct or indirect,
interest in XORTX or any securities of XORTX.
Under the Consulting
Agreement, XORTX has agreed to pay Plutus a preliminary budget of
USD $25,000 plus applicable tax (the “Initial
Fee”) to cover the start-up costs associated with the
public relations campaign and related services (the
“Initial Services”). Plutus acknowledges and
agrees that in the event that USD $25,000 worth of services are not
provided to the Company within the term of the Consulting
Agreement, any unused funds will be immediately returned to the
Company.
In addition to the
Initial Fee and the Initial Services, the Company estimates that
other services will be required of Plutus on a monthly basis. As
compensation for the services rendered by Plutus pursuant to the
Consulting Agreement, the Company shall pay to Plutus a monthly fee
of USD $5,000 for services rendered in the first month of the
Consulting Agreement and USD $4,000/month for services rendered in
all remaining months under the term of the Consulting Agreement.
Other than the Initial Fee for the Initial Services, compensation
for all other services provided under the Consulting Agreement will
be on a fee for service basis.
Additionally, Plutus
will, in compliance with applicable securities laws and
regulations, assist the Company with the Offering. Plutus will
coordinate introductions to potential investors of the Offering to
raising a minimum amount of CAD $500,000, with the provision that
the total amount of the financing would not exceed CAD $3,000,000
in the Offering, subject to regulatory approval. Plutus will not
receive any fee in connection with such coordinated services of the
Offering. The initial term of the Consulting Agreement is six
months and the parties may extend the term by mutual written
agreement. The Consulting Agreement may be terminated by either
party upon thirty (30) days written notice to the other party.
About XORTX Therapeutics
Inc.
XORTX is a pharmaceutical company with two
clinically advanced products in development: 1) our lead, XRx-008
program for ADPKD; and 2) our secondary program in XRx-101 for
acute kidney and other acute organ injury associated with
Respiratory Viral infection. In addition, XRx-225 is a pre-clinical
stage program for Type 2 Diabetic Nephropathy. XORTX is working to
advance its clinical development stage products that target
aberrant purine metabolism and xanthine oxidase to decrease or
inhibit production of uric acid. At XORTX, we are dedicated to
developing medications to improve the quality of life and future
health of patients with kidney disease. Additional information on
XORTX is available at www.xortx.com.
For further information, please
contact:
Allen Davidoff, CEO |
Nick Rigopulos, Director of Communications |
adavidoff@xortx.com or +1 403 455 7727 |
nick@alpineequityadv.com or +1 617 901 0785 |
|
Neither the TSX Venture Exchange nor Nasdaq has
approved or disapproved the contents of this news release. No stock
exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
Forward Looking Statements
This press release contains express or implied
forward-looking statements pursuant to U.S. Federal securities
laws. For example, XORTX is using forward-looking statements when
it discusses the expected mix of securities offered, the timing of
the closing of the Offering, the satisfaction of customary closing
conditions of the Offering. These forward-looking statements and
their implications are based on the current expectations of the
management of XORTX only, and are subject to a number of factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The Offering may not occur, may be delayed or may be completed with
different terms than are currently contemplated. Except as
otherwise required by law, XORTX undertakes no obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. More detailed
information about the risks and uncertainties affecting XORTX is
contained under the heading “Risk Factors” in XORTX’s Registration
Statement on Form F-1 filed with the SEC, which is available on the
SEC's website, www.sec.gov (including any documents forming a part
thereof or incorporated by reference therein), as well as in our
reports, public disclosure documents and other filings with the
securities commissions and other regulatory bodies in Canada, which
are available on www.sedar.com.
Xortx Therapeutics (TSXV:XRTX)
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