Trillium Announces Pricing of US$101,700,000 Public Offering of Common Shares and Series II Non-Voting Convertible First Pref...
January 23 2020 - 8:15AM
Trillium Therapeutics Inc. (“Trillium” or the “Company”)
(NASDAQ/TSX: TRIL), a clinical stage immuno-oncology
company developing innovative therapies for the treatment of
cancer, today announced that it has priced its previously announced
underwritten public offering of 35,731,818 common shares (the
“
Common Shares”) of the Company and 1,250,000
Series II Non-Voting Convertible First Preferred Shares (the
“
Series II First Preferred Shares”) of the Company
(the “
Offering”). The Common Shares are being sold
at a public offering price of US$2.75 per Common Share and the
Series II First Preferred Shares are being sold at a public
offering price of US$2.75 per Series II First Preferred Share.
In connection with the Offering, Trillium has
granted the underwriters a 30-day option to purchase up to an
additional 5,547,272 Common Shares.
The Series II First Preferred Shares are being
offered to investors whose purchase of Common Shares in the
Offering may result in such investor, together with its affiliates
and certain related parties, beneficially owning more than 4.99% of
the Company’s outstanding common shares following the consummation
of the Offering.
The gross proceeds to the Company from the
Offering are expected to be approximately US$101,700,000, before
deducting underwriting discounts and commissions and other
estimated offering expenses. The Offering is expected to close on
or around January 28, 2020, subject to the satisfaction of
customary closing conditions.
The Company intends to use the net proceeds of
the Offering for: (i) the clinical development of its CD47
programs; and (ii) research, manufacturing and regulatory
activities, and working capital and general corporate purposes.
Cowen is acting as the sole book-running manager
for the Offering. Bloom Burton Securities Inc. is acting as
co-manager for the Offering.
No Common Shares or Series II First Preferred
Shares will be offered or sold in Canada as part of this Offering.
The Offering is subject to market conditions, as well as a number
of closing conditions, including NASDAQ Capital Market
(“NASDAQ”) and Toronto Stock Exchange
(“TSX”) approvals, and there can be no assurance
as to whether or when the Offering may be completed. For the
purposes of TSX approval, the Company intends to rely on the
exemption set forth in Section 602.1 of the TSX Company Manual,
which provides that the TSX will not apply its standards to certain
transactions involving eligible inter-listed issuers on a
recognized exchange, such as NASDAQ.
The Offering is being made to purchasers outside
of Canada pursuant to a U.S. registration statement on Form F-10,
declared effective by the United States Securities and Exchange
Commission (the “SEC”) on January 8, 2018 (the
“Registration Statement”) and the Company’s
existing Canadian short form base shelf prospectus (the
“Base Shelf Prospectus”) dated January 5, 2018. A
preliminary prospectus supplement dated January 22, 2020 has been
filed relating to the Offering and a final prospectus supplement
relating to the Offering (together with the Base Shelf Prospectus
and the Registration Statement, the “Offering
Documents”) will be filed with the securities commissions
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Nova Scotia in Canada, and with the SEC in the United
States.
The Offering Documents will contain important
detailed information about the securities being offered. Before you
invest, you should read the Offering Documents and the other
documents the Company has filed for more complete information about
the Company and the Offering. Copies of the Offering Documents will
be available for free by visiting the Company’s profiles on the
SEDAR website maintained by the Canadian Securities Administrators
at www.sedar.com or the SEC’s website at www.sec.gov, as
applicable. Alternatively, copies of the prospectus supplement will
be available upon request by contacting Cowen and Company, LLC c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, Attn: Prospectus Department, by email at
PostSaleManualRequests@broadridge.com or by telephone at (833)
297-2926.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Trillium
Therapeutics:Trillium is an immuno-oncology company
developing innovative therapies for the treatment of cancer. The
Company’s two clinical programs, TTI-621 and TTI-622, target CD47,
a “do not eat” signal that cancer cells frequently use to evade the
immune system. The Company’s pipeline also includes a preclinical
STING (stimulator of interferon genes) agonist program.
As previously announced, the program is
earmarked for out-licensing.
For more information visit:
www.trilliumtherapeutics.com.
Caution Regarding Forward-Looking
Information:This press release contains forward-looking
statements within the meaning of applicable United
States securities laws and forward looking information within
the meaning of Canadian securities laws (collectively,
“forward-looking statements”). Forward-looking
statements in this press release include statements relating
to Trillium’s plans to consummate the Offering and the intended use
of net proceeds therefrom. There can be no assurance that
Trillium will be able to complete the Offering on
the anticipated terms, or at all. You should not place undue
reliance on these forward-looking statements. Actual results
may differ materially from those projected or implied in these
forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
related to whether or not the Company will be able to raise
capital through the sale of shares, the final terms of
the Offering, market and other conditions, the satisfaction of
customary closing conditions related to the Offering, the
impact of general economic, industry or political conditions in the
United States, Canada or elsewhere internationally, the
discretion of our management with respect to the use of the net
proceeds, and the risks and uncertainties facing Trillium set
forth in the Offering Documents and Trillium’s Annual Report
on Form 20-F for the year ended December 31, 2018 filed with
Canadian securities authorities and with the U.S. Securities
Exchange Commission, each as updated by Trillium’s continuous
disclosure filings, which are available at www.sedar.com and
at www.sec.gov. All forward-looking statements herein are
qualified in their entirety by this cautionary statement, and
Trillium disclaims any obligation to revise or update any such
forward-looking statements or to publicly announce the result of
any revisions to any of the forward-looking statements
contained herein to reflect future results, events
or developments, except as required by law.
Contact:James ParsonsChief
Financial OfficerTrillium Therapeutics Inc.416-595-0627
x232james@trilliumtherapeutics.com
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