FSD Pharma Inc. Announces US$10 Million Registered Direct Offering
July 31 2020 - 9:00AM
Business Wire
FSD Pharma Inc. (Nasdaq: HUGE) (CSE: HUGE.CN) (“FSD
Pharma” or the “Company”), today announced that it has entered into
definitive agreements with investors for the purchase and sale of
2,762,430 Class B Subordinate Voting Shares of the Company
(“Shares”) and warrants to purchase 1,381,215 Shares (collectively,
the “Securities”) at a purchase price of US$3.62 per Share in a
registered direct offering. The warrants will have an exercise
price of US$4.26 per Share, will be immediately exercisable and
will expire five years from the date of issuance. The closing of
the offering is expected to occur on or about August 4, 2020,
subject to the satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as sole placement
agent for the offering. Brookline Capital Markets, a division of
Arcadia Securities, LLC, acted as the Company's financial advisor
for the offering.
The Company has also granted the A.G.P./Alliance Global Partners
an option to arrange for purchases of up to an additional US$10.0
million of Securities on the terms above for a period of 30 days
following the initial closing.
This offering is being made pursuant to an effective shelf
registration statement (including a prospectus) on Form F-10 that
the Company has previously filed with the U.S. Securities and
Exchange Commission (the “SEC”). A prospectus supplement describing
the terms of the proposed offering will be filed with the SEC and
with the securities commissions in each of the provinces of Canada
(other than Québec) and will be available on the SEC’s EDGAR
website located at www.sec.gov and on the SEDAR website maintained
by the Canadian Securities Administrators at www.sedar.com. Before
investing in this offering, interested parties should read in their
entirety the prospectus in that registration statement, the
prospectus supplement and other documents that the Company has
filed with the SEC that are incorporated by reference in such
prospectus supplement and the prospectus, for more complete
information about the Company and this offering. You may obtain
these documents for free by visiting EDGAR on the SEC website at
www.sec.gov or SEDAR at www.sedar.com. Alternatively, electronic
copies of the prospectus and the prospectus supplement may be
obtained, when available, from A.G.P./Alliance Global Partners, 590
Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at
(212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
Securities in any 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.
Approval of Issuance of Share Compensation
On July 24, 2020, the board of directors of the Company
authorized the issuance of 1,322,927 Shares in the aggregate as
compensation to the Company’s directors, officers and certain of
its employees.
About FSD Pharma
FSD Pharma Inc. is a publicly-traded holding company, since May
2018.
FSD Pharma BioSciences, Inc., a wholly-owned subsidiary, is a
specialty biotech pharmaceutical R&D company focused on
developing over time multiple applications of its lead compound,
ultramicronized-palmitoylethanolamide (“FSD201”), by
down-regulating the cytokines to effectuate an anti-inflammatory
response.
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this press release.
Certain statements contained in this press release constitute
“forward-looking information” and “forward-looking statements”
within the meaning of applicable Canadian and U.S. securities laws
(collectively, “Forward-Looking Information”). Forward-Looking
Information includes, but is not limited to, information with
respect to FSD Pharma’s strategy, plans or future financial or
operating performance, receipt of any U.S. Food and Drug
Administration approvals, the costs associated with such planned
trials, FSD Pharma’s ability to obtain required funding and the
terms and timing thereof, the development of any applications of
FSD201, by down-regulating the cytokines to effectuate an
anti-inflammatory response and statements regarding the closing of
the offering. The use of words such as “budget”, “intend”,
“anticipate”, “believe”, “expect”, “plan”, “forecast”, “future”,
“target”, “project”, “capacity”, “could”, “should”, “focus”,
“proposed”, “scheduled”, “outlook”, “potential”, “estimate” and
other similar words, and similar expressions and statements
relating to matters that are not historical facts, or statements
that certain events or conditions “may” or “will” occur, are
intended to identify Forward-Looking Information and are based on
FSD Pharma’s current beliefs or assumptions as to the outcome and
timing of such future events. Such beliefs or assumptions
necessarily involve known and unknown risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in such Forward‐Looking Information. Certain
of these risks and uncertainties are described in the prospectus
supplement, the prospectus and the registration statement, as well
as in the Company’s continuous disclosure filings available under
the Company’s SEDAR profile at www.sedar.com and under the
Company’s EDGAR profile at www.sec.gov. Forward‐Looking Information
is not a guarantee of performance. The Forward-Looking Information
contained in this press release is made as of the date hereof, and
FSD Pharma is not obligated to update or revise any Forward-Looking
Information, whether as a result of new information, future events
or otherwise, except as required by law. Because of the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on Forward Looking-Information. The
foregoing statements expressly qualify any Forward-Looking
Information contained herein.
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version on businesswire.com: https://www.businesswire.com/news/home/20200731005289/en/
Sandy Huard, Head of Communications, FSD Pharma Inc.
sandy@fsdpharma.com (647) 864-7969
Zeeshan Saeed, President, FSD Pharma Inc.
zeeshan@fsdpharma.com
Investor Relations IR@fsdpharma.com
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