Bright Minds Biosciences Announces Non-Brokered Private Placement
November 28 2022 - 6:50AM
Bright Minds Biosciences Inc. (CSE:DRUG) (NASDAQ:DRUG)
(“
Bright Minds” or the “
Company”)
is pleased to announce a non-brokered private placement of (i)
pre-funded warrants of the Company (“
PFWs”) at a
price of $1.249 per PFW (the “
PFW Offering”), and
(ii) units of the Company (“
Units”) at a price of
$1.25 per Unit (the “
Unit Offering”).The aggregate
minimum gross proceeds of the Unit Offering and the PFW Offering,
on a combined basis, is $1,000,000 (the “
Minimum
Offering”) and the aggregate maximum gross proceeds of the
Unit Offering and the PFW Offering, on a combined basis, is
$2,050,000. The Company, in its sole discretion, may determine the
number of PFWs issued pursuant to the PFW Offering and the number
of Units issued pursuant to the Unit Offering, provided that the
aggregate proceeds raised is equal to or above the Minimum Offering
amount.
Each PFW is exercisable into one Unit at an
exercise price of $0.001 per Unit on the date that is the earlier
of (a) the date the holder thereof elects to exercise the PFWs and
pays the exercise price therefor, and (b) 24 months from the date
of closing (the “Closing Date”). Each Unit will be
comprised of one common share in the capital of the Company (a
“Share”) and one common share purchase warrant (a
“Warrant”). Each Warrant will entitle the holder
thereof to acquire one additional Share (a “Warrant
Share”) at a price of $1.35 per Warrant Share for a period
of 24 months from the Closing Date.
The Company intends to use the aggregate gross
proceeds from the PFW Offering and the Unit Offering to complete
the Phase 1 clinical trial for BMB-101 and a regulatory toxicology
package and related activities for BMB-202. The Unit Offering and
the PFW Offering may close on one or more dates as the Company may
determine.
The Company may pay a finder’s fee in connection
with the Unit Offering and PFW Offering to eligible arm’s length
finders in accordance with the policies of the Canadian Securities
Exchange.
All securities issued in connection with the PFW
Offering will be subject to a statutory hold period of four months
and one day following the Closing Date in accordance with
applicable Canadian securities laws.
The Unit Offering is being completed pursuant to
the listed issuer financing exemption under Part 5A of National
Instrument 45-106 Prospectus Exemptions and therefore the
securities issued in the Unit Offering will not be subject to a
hold period in accordance with applicable Canadian securities laws.
There is an offering document related to the Unit Offering that can
be accessed under the Company’s profile at www.sedar.com and at
https://brightmindsbio.com/. Prospective investors should read this
offering document before making an investment decision.
The securities issued pursuant to the PFW
Offering and the Unit Offering have not, nor will they be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons in the absence
of U.S. registration or an applicable exemption from the U.S.
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 securities in the United States or in any
other jurisdiction in which such offer, solicitation or sale would
be unlawful.
About Bright Minds
Bright Minds is focused on developing novel
transformative treatments for neuropsychiatric disorders, epilepsy,
and pain. Bright Minds has a portfolio of next-generation serotonin
agonists designed to target neurocircuit abnormalities that are
responsible for difficult to treat disorders such as resistant
epilepsy, treatment resistant depression, PTSD, and pain. The
Company leverages its world-class scientific and drug development
expertise to bring forward the next generation of safe and
efficacious drugs. Bright Minds’ drugs have been designed to
potentially retain the powerful therapeutic aspects of psychedelic
and other serotonergic compounds, while minimizing the side
effects, thereby creating superior drugs to first-generation
compounds, such as psilocybin.
Investor Contacts:Lisa WilsonE:
lwilson@insitecony.comT: 917-543-9932
Ian McDonaldCEO and DirectorE:
ian@brightmindsbio.comT: 647-407-2515
This news release includes certain statements
that may be deemed “forward-looking statements”. All statements in
this new release, other than statements of historical facts, that
address events or developments that the Company expects to occur,
are forward-looking statements. Forward-looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words “expects”, “plans”, “anticipates”,
“believes”, “intends”, “estimates”, “projects”, “potential” and
similar expressions, or that events or conditions “will”, “would”,
“may”, “could” or “should” occur. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in the forward-looking statements. Factors that could cause
the actual results to differ materially from those in
forward-looking statements include market prices, continued
availability of capital and financing, and general economic, market
or business conditions. Investors are cautioned that any such
statements are not guarantees of future performance and actual
results or developments may differ materially from those projected
in the forward-looking statements. Forward-looking statements are
based on the beliefs, estimates and opinions of the Company’s
management on the date the statements are made. Except as required
by applicable securities laws, the Company undertakes no obligation
to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors,
should change.
Neither the Canadian Securities Exchange nor its
Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
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