TEL AVIV, Israel, March 19, 2020 /PRNewswire/ -- Therapix
Biosciences Ltd. (Nasdaq: TRPX) (the "Company"), a specialty,
clinical-stage pharmaceutical company focusing on the development
of cannabinoid-based treatments announced today that it has entered
into a securities purchase agreement pursuant to which it will make
a private placement (the "Private Placement") to its Chairman and
Interim Chief Executive officer of convertible promissory notes
(the "Notes") with an aggregate original principal amount of
approximately $350,000 (the
"Principal Amount"), at an aggregate purchase price of $315,000 (the "Purchase Price") in several
tranches, spread across a 12 month period. In addition, the Company
will issue a warrant to purchase up to 314,285 American Depositary
Shares ("ADSs") of the Company (the "Warrant") and 40,000 ADSs. The
initial tranche of the Private Placement is for a Principal Amount
of $220,000 at a Purchase Price of
$198,000.
The Private Placement is expected to close on March 23, 2020, subject to customary closing
conditions.
The Notes will be unsecured, have a maturity date of
March 18, 2021, bear interest at a
rate of 12% per annum, and may be converted, at the election of the
holder, into ADS at an initial conversion price of $0.35 per ADS (the "Fixed Conversion Price"),
subject to adjustments. After the six month anniversary of the
issuance of the Notes, the conversion price shall be equal to the
lower of the Fixed Conversion Price or 70% of the lowest trading
price of the ADSs as reported on the Nasdaq Capital Market or any
exchange upon which the ADSs or ordinary shares of the Company are
traded at such time, for the 20 prior trading days including the
day upon which a notice of conversion is received by the Company or
its transfer agent.
The Warrant is exercisable at any time on or after the actual
closing date and on or prior to the close of business on the five
year anniversary of the date of issuance, at an initial exercise
price of $0.35 per ADS, subject to
adjustment.
In addition, following the Company's previous Reports on Form
6-K dated January 2, 2020, and
January 8, 2020 (the "Reports"), the
Company intends to use the proceeds of the Private Placement,
subject to the closing of such placement, to re-employ employees
necessary to continue the Company's operations, including those
employees that were terminated, as previously disclosed in the
Reports, including the Company's Chief Financial Officer, Chief
Technology Officer and its research and development team, such that
the Company shall have five employees following the closing of the
Private Placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Therapix Biosciences (Nasdaq: TRPX):
Therapix Biosciences Ltd. is a specialty clinical-stage
pharmaceutical company led by an experienced team of senior
executives and scientists. Our focus is creating and enhancing a
portfolio of technologies and assets based on cannabinoid
pharmaceuticals. With this focus, the company is currently engaged
in the following drug development programs based on
tetrahydrocannabinol (THC) and/or non-psychoactive cannabidiol
(CBD): THX-110 for the treatment of Tourette syndrome and for the
treatment of obstructive sleep apnea; THX-160 for the treatment of
pain; and THX-210 for the treatment of autism spectrum
disorder and epilepsy. Please visit our website for more
information at www.therapixbio.com, the content of which is
not a part of this press release.
Forward Looking Statements:
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. For example, the Company is using forward-looking
statements when it discusses the Private Placement and the use of
proceeds thereof, plans to re-employ employees, including its Chief
Financial Officer and Chief Technology Officer and the aggregate
number of employees to be employed by the Company. Because such
statements deal with future events and are based on the Company's
current expectations, they are subject to various risks and
uncertainties and actual results, performance or achievements of
the Company could differ materially from those described in or
implied by the statements in this press release. The
forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the heading "Risk Factors" the Company's
Annual Report on Form 20-F filed with the SEC on May 15, 2019, and in subsequent filings with the
U.S. Securities and Exchange Commission. Except as otherwise
required by law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, which speak
only as of the date they were made, whether as a result of new
information, future events or circumstances or otherwise.
Investor Contact:
IR@therapixbio.com
Tel: +972-3-6167055
info@therapixbio.com
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SOURCE Therapix Biosciences Ltd.