FSD Pharma Inc. Announces US$9.5 Million Registered Direct Offering
October 16 2020 - 7:30AM
Business Wire
FSD Pharma Inc. (Nasdaq: HUGE) (“FSD Pharma” or the “Company”),
today announced that it has entered into definitive agreements with
investors for the purchase and sale of 4,318,179 Class B
Subordinate Voting Shares of the Company (“Shares”) and warrants to
purchase 3,454,543 Shares (collectively, the “Securities”) at a
purchase price of US$2.20 per Share in a registered direct
offering. The warrants will have an exercise price of US$2.60 per
Share, will be immediately exercisable and will expire five years
from the date of issuance. The closing of the offering is expected
to occur on or about October 20, 2020, subject to the satisfaction
of customary closing conditions.
A.G.P./Alliance Global Partners is acting as sole placement
agent for the offering.
The Company has also granted A.G.P./Alliance Global Partners an
option to arrange for purchases of up to an additional US$10.0
million of Securities on the terms above for a period of 30 days
following the initial closing.
The offering is being made pursuant to an effective shelf
registration statement (including a prospectus) on Form F-10 that
the Company has previously filed with the U.S. Securities and
Exchange Commission (the “SEC”). A prospectus supplement describing
the terms of the proposed offering will be filed with the SEC and
with the securities commissions in each of the provinces of Canada
(other than Québec) and will be available on the SEC’s EDGAR
website located at www.sec.gov and on the SEDAR website maintained
by the Canadian Securities Administrators at www.sedar.com. Before
investing in the offering, interested parties should read in their
entirety the prospectus in that registration statement, the
prospectus supplement and other documents that the Company has
filed with the SEC that are incorporated by reference in such
prospectus supplement and the prospectus, for more complete
information about the Company and the offering. You may obtain
these documents for free by visiting EDGAR on the SEC website at
www.sec.gov or SEDAR at www.sedar.com. Alternatively, electronic
copies of the prospectus and the prospectus supplement may be
obtained, when available, from A.G.P./Alliance Global Partners, 590
Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at
(212) 624-2060, or by email at prospectus@allianceg.com.
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
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 FSD Pharma
FSD Pharma Inc. is a publicly-traded holding company.
FSD Pharma BioSciences, Inc., a wholly-owned subsidiary, is a
specialty biotech pharmaceutical R&D company focused on
developing over time multiple applications of its lead compound,
ultramicronized-palmitoylethanolamide (“FSD201”), by
down-regulating the cytokines to effectuate an anti-inflammatory
response.
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this press release.
Certain statements contained in this press release constitute
“forward-looking information” and “forward-looking statements”
within the meaning of applicable Canadian and U.S. securities laws
(collectively, “Forward-Looking Information”). Forward-Looking
Information includes, but is not limited to, information with
respect to FSD Pharma’s strategy, plans or future financial or
operating performance, receipt of any U.S. Food and Drug
Administration (“FDA”) approvals, the completion of any trials
regarding the use of FSD201 to treat COVID-19 or whether FSD201 may
be effective in treating COVID-19, the costs associated with such
planned trials, FSD Pharma’s ability to obtain required funding and
the terms and timing thereof, the ultimate development of any FDA
approved synthetic compounds and statements regarding the closing
of the offering. The use of words such as “budget”, “intend”,
“anticipate”, “believe”, “expect”, “plan”, “forecast”, “future”,
“target”, “project”, “capacity”, “could”, “should”, “focus”,
“proposed”, “scheduled”, “outlook”, “potential”, “estimate” and
other similar words, and similar expressions and statements
relating to matters that are not historical facts, or statements
that certain events or conditions “may” or “will” occur, are
intended to identify Forward-Looking Information and are based on
FSD Pharma’s current beliefs or assumptions as to the outcome and
timing of such future events. Such beliefs or assumptions
necessarily involve known and unknown risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in such Forward Looking Information. Certain
of these risks and uncertainties are described in the prospectus
supplement, the prospectus and the registration statement, as well
as in the Company’s continuous disclosure filings available under
the Company’s SEDAR profile at www.sedar.com and under the
Company’s EDGAR profile at www.sec.gov. Forward‐Looking Information
is not a guarantee of performance. The Forward-Looking Information
contained in this press release is made as of the date hereof, and
FSD Pharma 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 law. Because of the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on Forward Looking-Information. The
foregoing statements expressly qualify any Forward-Looking
Information contained herein.
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version on businesswire.com: https://www.businesswire.com/news/home/20201016005111/en/
Zeeshan Saeed, President, FSD Pharma Inc. zeeshan@fsdpharma.com
Investor Relations IR@fsdpharma.com
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