LAVAL,
QC, June 22, 2022 /CNW Telbec/ - Neptune
Wellness Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT)
(TSX: NEPT), a diversified and fully integrated health and wellness
company focused on plant-based, sustainable and purpose-driven
lifestyle brands, today announced that it has entered into
definitive agreements with several institutional investors for the
purchase and sale of an aggregate of 1,945,526 common shares (or
common share equivalents) of the Company, and accompanying two
series of warrants to purchase up to an aggregate of 3,891,052
common shares per series of warrants, at an offering price of
$2.57 per share and accompanying
warrants in a registered direct offering priced at-the-market under
Nasdaq rules. Each series of warrants have an exercise price of
$2.32 per share and are immediately
exercisable upon issuance. One series of warrants will expire two
years following the date of issuance and one series of warrants
will expire five years following the date of issuance. The offering
is expected to close on or about June 23,
2022, subject to the satisfaction of customary closing
conditions, including the approval of the Toronto Stock Exchange
("TSX") and notification to the Nasdaq Capital Market
("Nasdaq").
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the offering are expected to be
$5 million, prior to deducting
placement agent's fees and other offering expenses payable by
Neptune and assuming none of the warrants issued in the offering
are exercised for cash. Neptune intends to use the net proceeds
from the offering for working capital and other general corporate
purposes.
A registration statement on Form F-3 (File No. 333-262411)
relating to these securities has been filed with the Securities and
Exchange Commission, or the SEC, and was declared effective by the
SEC on February 9, 2022. The offering
of the securities will be made only by means of a prospectus
supplement filed with the SEC that forms a part of the registration
statement. The offering is being made in the United States only and no securities will
be offered in any jurisdiction of Canada or to, or for the benefit of, residents
in any jurisdiction of Canada. A
final prospectus supplement and accompanying prospectus relating to
the securities being offered will be filed with the SEC. Electronic
copies of the final prospectus supplement and accompanying
prospectus may be obtained, when available, by visiting the SEC's
website at www.sec.gov or by contacting H.C. Wainwright & Co.,
LLC, 430 Park Avenue, 3rd Floor, New
York, New York 10022, by email at placements@hcwco.com or by
telephone at (212) 856-5711.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
For the purposes of TSX approval, the Company expects to rely on
the exemption set forth in Section 602.1 of the TSX Company Manual
available to "Eligible Interlisted Issuers", since the common
shares are also listed on the Nasdaq and had less than 25% of the
overall trading volume of its listed securities occurring on all
Canadian marketplaces in the twelve months immediately preceding
the date on which the application will be made to the TSX to
approve the offering.
About Neptune Wellness Solutions
Inc.
Headquartered in Laval, Quebec,
Neptune is a diversified health and wellness company with a mission
to redefine health and wellness.
Forward-Looking
Statements
Statements in this press release that are not statements of
historical or current fact constitute "forward-looking statements"
within the meaning of the U.S. securities laws and Canadian
securities laws. Such forward-looking statements involve known and
unknown risks, uncertainties, and other unknown factors that could
cause the actual results of Neptune to be materially different from
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties, readers are urged
to consider statements labeled with the terms "believes", "belief",
"expects", "intends", "projects", "anticipates", "will", "should"
or "plans" to be uncertain and forward-looking. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
The forward-looking statements contained in this press release are
expressly qualified in their entirety by this cautionary statement
and the "Cautionary Note Regarding Forward-Looking Information"
section contained in Neptune's latest Annual Information Form (the
"AIF"), which also forms part of Neptune's latest annual report on
Form 40-F, and which is available on SEDAR at www.sedar.com, on
EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in
this press release are made as of the date of this press release.
Neptune does not undertake to update any such forward-looking
statements whether as a result of new information, future events or
otherwise, except as required by law. The forward-looking
statements contained herein include, without limitation, statements
about the expected closing of the offering; anticipated use of
proceeds of the offering; the Company's ability to obtain the
requisite approvals and confirmations noted herein; and other risks
and uncertainties that are described from time to time in Neptune's
public securities filings with the Securities and Exchange
Commission and the Canadian securities commissions. Additional
information about these assumptions and risks and uncertainties is
contained in the AIF under "Risk Factors".
Neither Nasdaq nor the TSX accepts responsibility for the
adequacy or accuracy of this release.
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SOURCE Neptune Wellness Solutions Inc.