/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION
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TORONTO,
Dec. 5, 2014 /CNW/ - Revive
Therapeutics Ltd. ("Revive" or the "Company") (TSXV: RVV) is
pleased to announce that it has filed a final short form prospectus
relating to its previously announced public offering
("Offering"). Pursuant to the Offering, Revive will issue a
minimum of 4,166,667 units (the "Units") and a maximum of
8,333,333 Units of the Company at a price of C$0.60 per Unit for aggregate gross proceeds
of between C$2.5 million
and $5.0 million. Each Unit is
comprised of one common share of the Company (a "Common
Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant is exercisable at a price
of C$0.85 and entitles the
holder thereof to acquire one Common Share for a period of two
years following the closing of the Offering. The expiry date
of the Warrants may be accelerated by the Company, at its option,
if, at any time the volume-weighted average trading price of the
Common Shares is greater than $1.20
for any 20 consecutive trading days, upon providing 30 days prior
notice, such prior notice to be delivered five business days
immediately following such 20-day period.
The Company has entered into an agency agreement
with Beacon Securities Limited ("Beacon"), as the sole agent
and bookrunner in respect of the Offering. The Company has granted
Beacon an agent's option to sell up to an additional 15% of the
Units sold under the maximum Offering, exercisable in whole or in
part at any time up to 48 hours prior to closing, to cover
over-allotments, if any. The Company has agreed to pay Beacon a
cash commission equal to 7% of gross proceeds of the Offering and
warrants to acquire that number of Units equal to 7% of the
aggregate number of Units sold pursuant to the Offering, including
any Units sold pursuant to the exercise of the over-allotment
option.
Revive intends to use the net proceeds of the
Offering to complete a Phase II-A human proof of concept study of
REV-002 (Bucillamine) for treatment of gout, to advance its
formulation and clinical trial design development of a human proof
concept study of REV-003 (Tianeptine) for treatment of Rett
Syndrome, general research and development, and general and
administrative expenses.
The Company has applied to list the Common
Shares on the TSX Venture Exchange (the "TSXV"). Listing
will be subject to the Company fulfilling all of the listing
requirements of the TSXV.
Subject to satisfying customary terms and
conditions contained in the agency agreement, the Company expects
that the closing of the Offering will occur on or about the week of
December 15, 2014, or as otherwise
agreed to between the Company and Beacon.
The securities described herein have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and accordingly may not be offered or sold
within the United
States or to "U.S. persons", as such term is defined in
Regulation S promulgated under the U.S. Securities Act ("U.S.
Persons"), except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This
news release does not constitute an offer to sell or a solicitation
of an offer to buy and of the Company's securities to, or for the
account of benefit of, persons in the United States or U.S. Persons.
About Revive Therapeutics Ltd.
Revive Therapeutics Ltd. (TSXV: RVV) is focused
on acquiring, developing and commercializing treatments for major
market opportunities such as gout, Rett Syndrome, a rare disease,
and post-operative pain. Revive aims to bring drugs to market by
finding new uses for old drugs, also known as drug repurposing, and
improving the therapeutic performance of existing drugs for
underserved medical needs. Additional information on Revive is
available at www.revivethera.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This news release includes certain
information and statements about management's view of future
events, expectations, plans and prospects that constitute "forward
looking statements", which are not comprised of historical facts.
Forward-looking statements may be identified by such terms as
"believes", "anticipates", "intends", "expects", "estimates",
"may", "could", "would", "will", or "plan", and similar
expressions. Specifically, forward looking statements in this news
release include, without limitation, the Company's objectives,
goals, future plans and statements regarding: the closing of the
Offering and the use of proceeds therefrom; the Company's drug
research and development plans; the timing of operations; and
estimates of market conditions. These statements involve known and
unknown risks, uncertainties, and other factors that may cause
actual results or events, performance, or achievements of Revive to
differ materially from those anticipated or implied in such
forward-looking statements. The Company believes that the
expectations reflected in these forward-looking statements are
reasonable, but there can be no assurance that actual results will
meet management's expectations. In formulating the forward-looking
statements contained herein, management has assumed that business
and economic conditions affecting Revive will continue
substantially in the ordinary course and will be favourable to
Revive, that Revive will be able to obtain all requisite regulatory
approvals to commercialize its drug candidates, that such approvals
will be received on a timely basis, and that Revive will be able to
find suitable partners for development and commercialization of its
drug repurposing candidates on favourable terms. Although these
assumptions were considered reasonable by management at the time of
preparation, they may prove to be incorrect. Factors that may cause
actual results to differ materially from those anticipated by these
forward looking statements include: the need to satisfy regulatory
and legal requirements with respect to the Offering; uncertainties
associated with the Offering size; uncertainties in obtaining
listing approval of the Common Shares from the TSXV; changes in
equity markets, inflation, and changes in exchange rates;
uncertainties associated with obtaining regulatory approval to
perform clinical trials and market products; the need to establish
additional corporate collaborations, distribution or licensing
arrangements; the Company's ability to raise additional capital if
and when necessary; intellectual property disputes; increased
competition from pharmaceutical and biotechnology companies; and
other factors as described in detail in Revive's Annual Information
Form for the period ended June 30,
2014 and Revive's other public filings, all of which may be
viewed on SEDAR (www.sedar.com). Given these risks and
uncertainties, readers are cautioned not to place undue reliance on
such forward looking statements and information, which are
qualified in their entirety by this cautionary statement. Except as
required by law, Revive disclaims any intention and assumes no
obligation to update or revise any forward looking statements to
reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting
such forward looking statements or otherwise.
Neither TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Revive Therapeutics Ltd.