Clearmind Medicine Announces Closing of US$7.5 Million Public Offering and Uplisting to the Nasdaq Capital Market
November 17 2022 - 11:43AM
Clearmind Medicine Inc. (Nasdaq and CSE: CMND), (FSE: CWY0)
(“Clearmind” or the “Company”), a biotech company focused on
discovery and development of novel psychedelic-derived therapeutics
to solve major undertreated health problems, today announced the
closing of its underwritten public offering of 1,153,847 common
shares at a price to the public of US$6.50 per share (CAD$8.65),
for aggregate gross proceeds of US$7.5 million, prior to deducting
underwriting discounts and offering expenses. The closing occurs
following a 1-for-30 reverse stock split, which was effective at
5:30 p.m. on September 30, 2022.
In addition, the Company has granted Aegis Capital Corp.
(“Aegis”) a 45-day option to purchase up to 173,077 additional
common shares, equal to 15% of the number of shares sold in the
offering solely to cover over-allotments, if any. The public
purchase price per additional common share will be US$6.50 per
share (CAD$8.65). If Aegis exercises the option in full for common
shares, the total gross proceeds of the offering including the
overallotment are expected to be approximately US$8.6 million
before deducting underwriting discounts and commissions and
offering expenses. All securities sold as part of the offering may
not be sold, transferred, hypothecated or otherwise traded on or
through facilities of Canadian Securities Exchange or otherwise in
Canada or for the benefit of a Canadian resident until March 18,
2023.
Aegis Capital Corp. acted as sole book-running manager
for the offering.
Additionally, Aegis has received 57,692 underwriter warrants,
each such warrant entitling the agents to receive one common share
upon payment of US $8.125 per share, exercisable six (6) months
after the commencement of sales of this offering and expiring on a
date which is no more than five (5) years after the commencement of
sales of the offering.
A registration statement on Form F-1 (No. 333-265900) relating
to the securities being sold in this offering was declared
effective by the Securities and Exchange Commission (the “SEC”) on
November 14, 2022. The offering is being made only by means of a
prospectus. Copies of the final prospectus may be obtained on the
SEC’s website, www.sec.gov, or by contacting Aegis Capital Corp.,
Attention: Syndicate Department, 1345 Avenue of the Americas, 27th
Floor, New York, NY 10105, by email at syndicate@aegiscap.com, or
by telephone at (212) 813-1010.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About Clearmind Medicine Inc.
Clearmind is a psychedelic pharmaceutical biotech company
focused on the discovery and development of novel
psychedelic-derived therapeutics to solve widespread and
underserved health problems, including alcohol use disorder. Its
primary objective is to research and develop psychedelic-based
compounds and attempt to commercialize them as regulated medicines,
foods or supplements.
The Company’s intellectual portfolio currently consists of seven
patent families. The Company intends to seek additional patents for
its compounds whenever warranted and will remain opportunistic
regarding the acquisition of additional intellectual property to
build its portfolio.
Shares of Clearmind are listed for trading on the Canadian
Securities Exchange under the symbol “CMND”, the Frankfurt Stock
Exchange under the symbol “CWY0” and on the OTC Markets under the
symbol “CMNDF”.
For further information, please contact:
Investor Relations,
Email: invest@clearmindmedicine.com
Telephone: (604) 260-1566
General Inquiries,
Info@Clearmindmedicine.com
www.Clearmindmedicine.com
FORWARD-LOOKING STATEMENTS:
This news release may contain forward-looking statements and
information based on current expectations. These statements should
not be read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those implied by such statements.
Such statements include submission of the relevant documentation
within the required timeframe to the satisfaction of the relevant
regulators and raising sufficient financing to complete the
Company’s business strategy. There is no certainty that any of
these events will occur. Although such statements are based on
management’s reasonable assumptions, there can be no assurance that
such assumptions will prove to be correct. For a more detailed
description of the risks and uncertainties affecting the Company,
reference is made to the Company’s reports filed from time to time
with the Securities and Exchange Commission (“SEC”), including, but
not limited to, the risks detailed in the Company’s preliminary
prospectus (Registration No. 333-265900), filed with the SEC on
November 14, 2022. We assume no responsibility to update or revise
them to reflect new events or circumstances. If the Company does
update one or more forward-looking statements, no inference should
be drawn that the Company will make additional updates with respect
thereto or with respect to other forward-looking statements.
References and links to websites have been provided as a
convenience, and the information contained on such websites is not
incorporated by reference into this press release. Clearmind is not
responsible for the contents of third-party websites.
Investing into early-stage companies inherently carries a high
degree of risk, and investment into securities of the Company shall
be considered highly speculative.
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 the
securities in any province in which such offer, solicitation or
sale would be unlawful. The securities issued, or to be issued,
under the underwriter warrants have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
Neither the Canadian Securities Exchange (the “CSE”) nor its
Regulation Services Provider (as that term is defined in the
policies of the CSE) accepts responsibility for the adequacy or
accuracy of this release.
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