BELLUS Health Announces Overnight Marketed Equity Offering
December 10 2018 - 5:01PM
Not for Distribution to United States
Newswire Services or for Dissemination in the United
States
BELLUS Health Inc. (TSX: BLU) (“BELLUS Health” or the “Company”), a
clinical-stage biopharmaceutical company developing novel
therapeutics for conditions with high unmet medical need, today
announced that it will undertake an overnight marketed offering of
common shares. Bloom Burton Securities Inc. is acting as lead agent
on behalf of a syndicate of agents that includes Mackie Research
Capital Corporation. The offering is being made on a best efforts
agency basis by the syndicate. The offering is to be effected in
each of the Canadian provinces by way of a prospectus supplement to
BELLUS Health's amended and restated base shelf prospectus
dated November 30, 2018. In addition, the common shares may
also be offered for sale in the United States through one or more
United States registered broker-dealer(s) appointed by the agents
as sub-agent(s) pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) and applicable state laws.
Prior to the completion of the offering, BELLUS Health has
120,197,581 common shares issued and outstanding. The number of
common shares to be distributed, the price of each common share and
other terms of the offering will be determined in context of the
market.
This transaction is subject to satisfaction of
customary closing conditions, including the receipt of all
necessary regulatory and stock exchange approvals.
The net proceeds of the offering will be used to
fund research and development activities, including but not limited
to, BLU-5937’s clinical development, general and administrative
expenses, working capital needs and other general corporate
purposes.
The securities described herein have not been,
and will not be, registered under the U.S. Securities Act, or any
state securities laws, and accordingly, may not be offered or sold
to, or for the account or benefit of, persons in the United
States or to U.S. Persons (as such term is defined in
Regulation S under the U.S. Securities Act), 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 to, or for the account or benefit of, persons
in the United States or U.S. Persons.
About BELLUS Health
(www.bellushealth.com)
BELLUS Health is a clinical-stage
biopharmaceutical company developing novel therapeutics for
conditions with high unmet medical need. Its pipeline of projects
includes the Company’s lead drug candidate BLU-5937 for chronic
cough and several other partnered clinical-stage drug development
programs. BLU-5937, a highly selective P2X3 antagonist, has the
potential to be a best-in-class therapeutic for chronic cough
patients who do not respond to current therapies.
Chronic cough is a cough that lasts more than
eight weeks and is associated with significant adverse social,
psychosocial and physical effects on quality of life. A commercial
assessment performed by Torreya Insights on behalf of the Company
concluded that, in the United States alone, more than
26 million adults have chronic cough and more than 2.6 million
of these patients suffer from refractory chronic cough lasting for
more than a year.
Forward-Looking Statements
Certain statements contained in this news
release, other than statements of fact that are independently
verifiable at the date hereof, may constitute “forward-looking
statements” within the meaning of Canadian securities legislation
and regulations. In particular, this news release includes
forward-looking information relating to the offering and the
completion and use of net proceeds thereof. Such statements, based
as they are on the current expectations of management, inherently
involve numerous important risks, uncertainties and assumptions,
known and unknown, many of which are beyond BELLUS Health Inc.'s
control. Such risks factors include but are not limited to: the
ability to expand and develop its project pipeline, the ability to
obtain financing, the impact of general economic conditions,
general conditions in the pharmaceutical industry, changes in the
regulatory environment in the jurisdictions in which BELLUS Health
Inc. does business, stock market volatility, fluctuations in costs,
changes to the competitive environment due to consolidation,
achievement of forecasted burn rate, potential payments/outcomes in
relation to indemnity agreements and contingent value rights,
achievement of forecasted pre-clinical and clinical trial
milestones and that actual results may vary once the final and
quality-controlled verification of data and analyses has been
completed. In addition, the length of BELLUS Health Inc.’s drug
candidates’ development process, their market size and commercial
value, as well as the sharing of proceeds between BELLUS Health
Inc. and its potential partners from potential future revenues, if
any, are dependent upon a number of factors. Consequently, actual
future results and events may differ materially from the
anticipated results and events expressed in the forward-looking
statements. The Company believes that expectations represented by
forward-looking statements are reasonable, yet there can be no
assurance that such expectations will prove to be correct. The
reader should not place undue reliance, if any, on any
forward-looking statements included in this news release. These
forward-looking statements speak only as of the date made, and
BELLUS Health Inc. is under no obligation and disavows any
intention to update publicly or revise such statements as a result
of any new information, future event, circumstances or otherwise,
unless required by applicable legislation or regulation. Please see
BELLUS Health Inc.’s public filings with the Canadian securities
regulatory authorities, including the Annual Information Form, for
further risk factors that might affect BELLUS Health Inc. and its
business.
FOR MORE INFORMATION, PLEASE CONTACT:
François DesjardinsVice-President, Finance
450-680-4525fdesjardins@bellushealth.com
Source: BELLUS Health Inc.
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