XORTX Announces US$5 Million Public Offering
October 04 2022 - 8:30AM
XORTX Therapeutics Inc. ("
XORTX" or the
“
Company”) (NASDAQ: XRTX | TSXV: XRTX | Frankfurt:
ANU), a late stage clinical pharmaceutical company focused on
developing innovative therapies to treat progressive kidney
disease, announces the pricing of an underwritten public offering
of: (i) 1,400,000 common share units ("
Common Share
Units"), with each Common Share Unit consisting of one
common share, no par value, and one warrant
("
Warrant") to purchase one common share at a
public offering price of US$1.00 per Common Share Unit, and (ii)
3,600,000 pre-funded warrant units (“
Pre-Funded
Units” and together with the Common Share Units, the
“
Units”), with each Pre-Funded Unit consisting of
one pre-funded warrant (“
Pre-Funded Warrant”) to
purchase one common share and one Warrant to purchase one common
share at a public offering price of US$0.9999 per Pre-Funded Unit,
for aggregate gross proceeds of US$5 million, prior to deducting
underwriting discounts and other offering expenses and excluding
any exercise of the underwriters' option to purchase any additional
securities as described herein (the “
Offering”).
The common shares and Warrants contained in the Common Share Units
and the Pre-Funded Warrants and Warrants contained in the
Pre-Funded Units are immediately separable upon issuance. The
Warrants have an initial exercise price of US$1.22 per share, will
be immediately exercisable, and may be exercised for five years
from the date of issuance. The Pre-Funded Warrants have an exercise
price of US$0.0001 per share, will be immediately exercisable, and
will terminate once exercised in full. In addition, the Company has
granted the underwriters a 45-day option to purchase up to an
additional 750,000 common shares and/or Warrants to purchase up to
an additional 750,000 common shares at the public offering price
less the underwriting discounts.
The Offering is expected to close on or about
October 6, 2022, subject to satisfaction of customary closing
conditions. In connection with the Offering and subject to TSX
Venture Exchange acceptance, the Company plans to enter into an
agreement to reduce the exercise price of outstanding warrants to
purchase up to 910,000 shares of common stock issued in the 2021
public offering (the “Prior Warrants”) and held by
investors in this Offering from US$4.77 per share to US$1.17 per
share, effective upon the closing of the Offering. All other terms
of the Prior Warrants will remain the same.
A.G.P./Alliance Global Partners is acting as
sole book-running manager for the Offering.
The U.S. Securities and Exchange Commission (the
“SEC”) declared effective a registration statement
on Form F-1 (File No. 333-267328) relating to these securities on
September 22, 2022. A final prospectus relating to the Offering
will be filed with the SEC. The Offering is being made only by
means of the prospectus. Copies of the final prospectus relating to
the Offering may be obtained, when available, by contacting
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor,
New York, NY 10022, or by email at prospectus@allianceg.com.
Investors may also obtain these documents at no cost by visiting
the SEC’s website at https://www.sec.gov. Prospective
investors should read the prospectus and the documents incorporated
by reference before making an investment decision.
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 XORTX Therapeutics Inc.
XORTX is a pharmaceutical company with two
clinically advanced products in development: 1) our lead, XRx-008
program for ADPKD; and 2) our secondary program in XRx-101 for
acute kidney and other acute organ injury associated with
Coronavirus / COVID-19 infection. In addition, XRx-225 is a
pre-clinical stage program for Type 2 Diabetic Nephropathy.
For further
information, please contact: |
|
|
Allen Davidoff, CEO |
Nick Rigopulos, Director of
Communications |
adavidoff@xortx.com or +1 403
455 7727 |
nick@alpineequityadv.com or +1
617 901 0785 |
Neither the TSX Venture Exchange nor Nasdaq has
approved or disapproved the contents of this news release. No stock
exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
Forward Looking Statements
This press release contains express or implied
forward-looking statements pursuant to U.S. Federal securities
laws. For example, XORTX is using forward-looking statements when
it discusses the expected mix of securities offered, the timing of
the closing of the Offering, the satisfaction of customary closing
conditions of the Offering and the possible offering of additional
common shares and/or Warrants pursuant to the underwriters’ option.
These forward-looking statements and their implications are based
on the current expectations of the management of XORTX only, and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. The Offering may not occur, may be
delayed or may be completed with different terms than are currently
contemplated. Except as otherwise required by law, XORTX undertakes
no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events. More detailed information about the risks and uncertainties
affecting XORTX is contained under the heading “Risk Factors” in
XORTX’s Registration Statement on Form F-1 filed with the SEC,
which is available on the SEC's website, www.sec.gov (including any
documents forming a part thereof or incorporated by reference
therein), as well as in our reports, public disclosure documents
and other filings with the securities commissions and other
regulatory bodies in Canada, which are available on
www.sedar.com.
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