Bright Minds Biosciences Announces Closing of Non-Brokered Private Placement
December 02 2022 - 7:06PM
Bright Minds Biosciences Inc. (CSE:DRUG) (NASDAQ:DRUG)
(“
Bright Minds” or the “
Company”)
is pleased to announce that, further to its news release on
November 28, 2022, it has closed a non-brokered private placement
of (i) 666,000 pre-funded warrants of the Company
(“
PFWs”) at a price of $1.249 per PFW (the
“
PFW Offering”), and (ii) 974,000 units of the
Company (“
Units”) at a price of $1.25 per Unit
(the “
Unit Offering”), for aggregate gross
proceeds of $2,049,334.
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) December 2, 2024. Each
Unit is comprised of one common share in the capital of the Company
(a “Share”) and one common share purchase warrant
(a “Warrant”). Each Warrant entitles the holder
thereof to acquire one additional Share (a “Warrant
Share”) at a price of $1.35 per Warrant Share until
December 2, 2024.
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.
All securities issued in connection with the PFW
Offering are subject to a statutory hold period of four months and
one day following the date of issuance in accordance with
applicable Canadian securities laws. The Unit Offering was
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 are not
subject to a hold period in accordance with applicable Canadian
securities laws.
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.
Option and RSU Grants
The Company is also pleased to announce that it
has granted 300,000 options (the “Options”) to
Mark Smith, the Company’s Chief Medical Officer, to purchase
300,000 Shares pursuant to the Company’s share option plan. The
Options are exercisable at an exercise price of $1.65 per Share for
a period of five (5) years from the date of grant. The Options are
subject to vesting periods over the course of the term of the
Options.
The Company has also granted an aggregate of
1,100,000 restricted share units (the “RSUs”) to
Ian McDonald, Chief Executive Officer and a director of the
Company, and Jan Pedersen, Chief Scientific Officer and a director
of the Company, pursuant to the Company’s restricted share unit
plan. The RSUs are subject to vesting provisions pursuant to which
25% will vest annually, commencing on the date of grant.
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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