BELLUS Health Announces Pricing of $35 Million Public Offering of Common Shares
December 11 2018 - 9:32AM
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 the pricing of its overnight marketed equity offering of
$35 million of common shares at a price of $0.95 per
share. The offering is being led by Bloom Burton Securities Inc.,
on behalf of a syndicate of agents that includes Mackie Research
Capital Corporation and is to be effected on a best efforts basis
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.
In connection with the offering, the agents will
be paid a cash commission equal to 4.5% of the gross proceeds
raised in connection with the offering (excluding any common shares
sold to certain excluded subscribers in respect of which the cash
commission will be reduced to 3.0%). In addition, the agents will
be issued that number of non-transferable broker warrants equal to
4.0% of the number of common shares issued under the offering
(excluding any common shares sold to certain excluded subscribers
in respect of which the broker warrants will be reduced to
3.0%).
Each broker warrant will entitle the agents to
buy one common share at a price of $0.95 per share for a
period of eighteen (18) months from the closing of the
offering.
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.
This transaction is scheduled to close on or
about December 18, 2018, subject to satisfaction of customary
closing conditions, including the receipt of all necessary
regulatory and stock exchange approvals.
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
failure to receive regulatory approvals (including stock exchange)
or otherwise satisfy the conditions to the completion of the
offering or delay in completing the offering and the funds thereof
not being available to BELLUS Health Inc. in the time frame
anticipated or at all, the occurrence of an event which would allow
the agents to terminate their obligations under the agency
agreement, 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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