Trillium Announces Proposed Public Offering of Common Shares and Series II Non-Voting Convertible First Preferred Shares
January 22 2020 - 4:01PM
Trillium Therapeutics Inc. (“Trillium” or the “Company”)
(NASDAQ/TSX: TRIL), a clinical stage immuno-oncology
company developing innovative therapies for the treatment of
cancer, today announced that it has commenced a public offering of
common shares (the “
Common Shares”) of the Company
and Series II Non-Voting Convertible First Preferred Shares (the
“
Series II First Preferred Shares”) of the Company
(the “
Offering”). In addition, Trillium intends to
grant the underwriters a 30-day option to purchase up to an
additional amount of Common Shares equal to 15% of the Common
Shares and Series II First Preferred Shares offered in the
Offering.
The Series II First Preferred Shares are being
offered to investors whose purchase of Common Shares in the
Offering may result in such investor, together with its affiliates
and certain related parties, beneficially owning more than 4.99% of
the Company’s outstanding common shares following the consummation
of the Offering.
The Company intends to use the net proceeds of
the Offering for: (i) the clinical development of its CD47
programs; and (ii) working capital and general corporate
purposes.
Cowen is acting as the sole book-running manager
for the Offering.
No Common Shares or Series II First Preferred
Shares will be offered or sold in Canada as part of this Offering.
The Offering is subject to market conditions, as well as a number
of closing conditions, including NASDAQ Capital Market
(“NASDAQ”) and Toronto Stock Exchange
(“TSX”) approvals, and there can be no assurance
as to whether or when the Offering may be completed, or the actual
size or terms of the Offering. For the purposes of TSX approval,
the Company intends to rely on the exemption set forth in Section
602.1 of the TSX Company Manual, which provides that the TSX will
not apply its standards to certain transactions involving eligible
inter-listed issuers on a recognized exchange, such as NASDAQ.
The Offering is being made to purchasers outside
of Canada pursuant to a U.S. registration statement on Form F-10,
declared effective by the United States Securities and Exchange
Commission (the “SEC”) on January 8, 2018 (the
“Registration Statement”) and the Company’s
existing Canadian short form base shelf prospectus (the
“Base Shelf Prospectus”) dated January 5, 2018. A
preliminary prospectus supplement dated January 22, 2020 has been
filed relating to the Offering and a final prospectus supplement
relating to the Offering (together with the Base Shelf Prospectus
and the Registration Statement, the “Offering
Documents”) will be filed with the securities commissions
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Nova Scotia in Canada, and with the SEC in the United
States.
The Offering Documents will contain important
detailed information about the securities being offered. Before you
invest, you should read the Offering Documents and the other
documents the Company has filed for more complete information about
the Company and the Offering. Copies of the Offering Documents will
be available for free by visiting the Company’s profiles on the
SEDAR website maintained by the Canadian Securities Administrators
at www.sedar.com or the SEC’s website at www.sec.gov, as
applicable. Alternatively, copies of the prospectus supplement will
be available upon request by contacting Cowen and Company, LLC
c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, Attn: Prospectus Department,
by email at PostSaleManualRequests@broadridge.com or by
telephone at (833) 297-2926.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Trillium
Therapeutics:Trillium is an immuno-oncology company
developing innovative therapies for the treatment of cancer. The
Company’s two clinical programs, TTI-621 and TTI-622, target CD47,
a “do not eat” signal that cancer cells frequently use to evade the
immune system.
The Company’s pipeline also includes a
preclinical STING (stimulator of interferon genes) agonist program.
As previously announced, the program is earmarked for
out-licensing.
For more information visit:
www.trilliumtherapeutics.com.
Caution Regarding Forward-Looking
Information:This press release contains forward-looking
statements within the meaning of applicable United States
securities laws and forward looking information within the meaning
of Canadian securities laws (collectively, “forward-looking
statements”). Forward-looking statements in this press
release include statements relating to Trillium’s plans to
consummate the Offering and the intended use of proceeds therefrom.
There can be no assurance that Trillium will be able to complete
the Offering on the anticipated terms, or at all. You should not
place undue reliance on these forward-looking statements. Actual
results may differ materially from those projected or implied in
these forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
related to whether or not the Company will be able to raise capital
through the sale of shares, the final terms of the Offering, market
and other conditions, the satisfaction of customary closing
conditions related to the Offering, the impact of general economic,
industry or political conditions in the United States, Canada or
elsewhere internationally, and the risks and uncertainties facing
Trillium set forth in the Offering Documents and Trillium’s Annual
Report on Form 20-F for the year ended December 31, 2018 filed with
Canadian securities authorities and with the U.S. Securities
Exchange Commission, each as updated by Trillium’s continuous
disclosure filings, which are available at www.sedar.com and at
www.sec.gov. All forward-looking statements herein are qualified in
their entirety by this cautionary statement, and Trillium disclaims
any obligation to revise or update any such forward-looking
statements or to publicly announce the result of any revisions to
any of the forward-looking statements contained herein to reflect
future results, events or developments, except as required by
law.
Contact:James ParsonsChief
Financial OfficerTrillium Therapeutics Inc.416-595-0627
x232james@trilliumtherapeutics.com
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