Revive Therapeutics Announces Brokered Private Placement of up to $2 million
February 11 2020 - 5:00PM
Revive Therapeutics Ltd. (“Revive” or the “Company”), a cannabis
life sciences company focused on novel cannabinoid-based treatments
for rare inflammatory diseases, is pleased to announce that it has
engaged Hampton Securities Limited, as sole lead agent (the
“Agent”), in connection with a private placement offering, on a
“commercially reasonable efforts” basis, of up to 40,000,000 units
of Revive (the “Units”) at a price of $0.05 per Unit (the “Unit
Price”) for gross proceeds of up to $2,000,000 (the “Offering”).
Each Unit shall consist of one common share
(“Share”) in the capital of the Company and one common share
purchase warrant (“Warrant”). Each Warrant will entitle the holder
thereof to acquire one common share of the Company (each a “Warrant
Share”) at a price of $0.07 per Warrant Share for a period of 36
months following the Closing Date.
The Company intends to use the net proceeds of
the Offering for the repayment of debt and for general corporate
purposes.
In connection with the Offering, the Agent will
receive a cash commission equal to 9.0% of the gross proceeds
raised under the Offering and will be issued on the Closing Date
compensation warrants (the “Compensation Warrants”) entitling the
Agent to subscribe for that number of units (each a “Compensation
Unit”) as is equal to 9.0% of the total number of Units sold
pursuant to the Offering. Each Compensation Warrant shall entitle
the holder thereof to purchase one Compensation Unit at a price of
$0.05 per Compensation Unit for a period of 24 months from the
Closing Date. Each Compensation Unit shall be comprised of one
common share in the capital of the Corporation and one common
share purchase warrant (each a “Compensation Unit Warrant”). Each
Compensation Unit Warrant shall entitle the holder thereof to
purchase one common share in the capital of the Corporation (each
a “Compensation Warrant Share”) at a price of $0.07 per
Compensation Warrant Share for the period of 36 months from the
Closing Date. The Company has also agreed to pay the Agent a
corporate finance fee equal to $20,000, payable in cash on the
Closing Date.
The closing date of the Offering is expected to
occur on or about February 28, 2020 (the “Closing Date”), and is
subject to a number of conditions, including, without limitation,
receipt of all regulatory approvals. All securities issued pursuant
to the Offering are subject to a statutory hold period of four
months and one day.
This press release shall not constitute an offer
for the sale of securities, nor a solicitation for offers to buy
securities in any jurisdiction. The securities referred to in this
press release have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons absent
U.S. federal and state registration or an applicable exemption from
the U.S. registration requirements. Any public offering of
securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
About Revive Therapeutics
Ltd.
Revive is a cannabis life sciences company
focused on the research, development and commercialization of novel
cannabinoid-based products. Revive’s novel cannabinoid delivery
technology is being advanced to fill the medical needs for diseases
and disorders such as pain, inflammation, and wound care. Revive’s
cannabinoid pharmaceutical portfolio focuses on rare inflammatory
and liver diseases. For more information, visit
www.ReviveThera.com.
For more information please contact:
Michael FrankChief Executive OfficerRevive
Therapeutics Ltd.
Tel:
905.605.5535Email: mfrank@revivethera.com
Website: www.revivethera.com
Neither the Canadian Securities Exchange nor its Regulation
Services Provider have reviewed or accept responsibility for the
adequacy or accuracy of this release.
Cautionary Statement
This press release contains ‘forward-looking
information’ within the meaning of applicable Canadian securities
legislation. These statements relate to future events or future
performance. The use of any of the words “could”, “intend”,
“expect”, “believe”, “will”, “projected”, “estimated” and similar
expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on Revive’s current belief or assumptions
as to the outcome and timing of such future events. Actual future
results may differ materially. Forward looking information in this
press release includes information with respect to the proposed
Offering, including the amount of proceeds expected to be raised,
the timing for closing, the receipt of required regulatory
approvals and the intended use of proceeds. Although Revive
believes the assumptions underlying these statements are
reasonable, they may prove to be incorrect. Forward-looking
information is subject to known and unknown risks, uncertainties,
and other factors that may cause actual results or events to differ
materially from those anticipated in the forward-looking
information. Given these risks, uncertainties and assumptions, you
should not unduly rely on these forward-looking statements. The
forward-looking information contained in this press release is made
as of the date hereof, and Revive is not obligated to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. The foregoing statements expressly
qualify any forward-looking information contained herein. Factors
that may cause actual results to differ materially from those
anticipated by these forward looking statements include:
uncertainties associated with obtaining regulatory approvals; 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
cannabis-centred companies; changes in equity markets, inflation,
and changes in exchange rates; and other factors, including the
risk factors discussed or referred to in the Company’s disclosure
documents filed with the securities regulatory authorities in
certain provinces of Canada and available at 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.
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