/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
LONDON, ON, Feb. 3, 2021 /CNW/ - Sernova Corp. ("Sernova"
or the "Company") (TSXV: SVA) (OTCQB:
SEOVF) (FSE: PSH), a leading clinical-stage
regenerative medicine therapeutics company, is pleased to announce
that it has entered into an agreement with Canaccord Genuity Corp.
and Leede Jones Gable Inc., as the co-lead underwriters (together,
the "Underwriters"), pursuant to which the Underwriters have
agreed to purchase, on a bought-deal basis, 8,350,000
units of the Company (the "Units") at a price of
C$1.20 per Unit (the "Issue
Price") for gross proceeds to the Company of approximately
C$10,020,000 (the
"Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder thereof to
purchase one Common Share at an exercise price of $1.70 (the "Exercise Price") at any time
up to 24 months following Closing Date (as defined below). The
expiry date of the Warrants may be accelerated by the Company at
any time if the volume weighted average price of the Common Shares
on the TSX Venture Exchange (the "Exchange") is greater than
$3.05 for any ten (10) consecutive
trading days, at which time the Company may accelerate the expiry
date of the Warrants by providing notice to holders of Warrants,
whereupon the Warrants will expire not less than 30 days after the
date of such notice.
The Company has granted the Underwriters an option (the
"Over-Allotment Option"), exercisable in part or in whole at
the Underwriters' discretion, at any time until thirty (30) days
following the Closing Date, to purchase up to the number of
additional Units equal to 15% of the aggregate number of Units sold
in the Offering to cover over-allotments, if any.
The Offering will be completed (i) by way of a short form
prospectus to be filed in those provinces of Canada other than Quebec as the Underwriters and the Company may
designate pursuant to National Instrument 44-101 – Short Form
Prospectus Distributions, (ii) on a private placement basis in
the United States pursuant to
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), and applicable U.S. state securities laws, and (iii)
outside Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws.
The net proceeds of the Offering will be used to advance the
Company's clinical development program, including its US Phase I/II
Cell Pouch clinical trial, expand Sernova's research and
development programs, including our local immune protection
technologies for the Cell Pouch, as well as for working capital and
general corporate purposes.
The Underwriters shall be paid (i) a commission (the "Cash
Commission") equal to 6.5% of the aggregate gross proceeds of
the Offering payable in cash or Units, or any combination thereof,
at the option of the Underwriters and (ii) warrants (the
"Underwriters' Warrants") exercisable at any time up to 24
months following Closing Date to acquire the number of Units equal
to 6.5% of the aggregate number of Units issued pursuant to the
Offering, at an exercise price equal to the Issue Price, other than
up to C$500,000 of Units subscribed
for by investors introduced to the Offering by the Company, in
which case both the Cash Commission and the Underwriters' Warrants
will be reduced to 2.0%. Additionally, the Company shall pay the
Underwriter's a corporate finance fee payable in Units equal
to 2.0% of the aggregate number of Units issued pursuant to
the Offering.
The closing of the Offering is expected to occur on or about
February 24, 2021 (the "Closing Date") and is subject
to the Company receiving all necessary regulatory approvals,
including the approval of the Exchange.
The securities referred to in this press release have not been,
nor will they be, registered under the U.S. Securities Act or any
U.S. state securities laws, and may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons absent U.S. registration or
an applicable exemption from the U.S. registration requirements.
This press release does not constitute an offer for sale of
securities, nor a solicitation for offers to buy any securities in
the United States, nor in any
other jurisdiction in which such offer, solicitation or sale would
be unlawful. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
About Sernova Corp.
Sernova is developing regenerative medicine therapeutic
technologies using a medical device and immune protected
therapeutic cells (i.e., human donor cells, corrected human cells,
and stem cell-derived cells) to improve the treatment and quality
of life of people with chronic metabolic diseases such as
insulin-dependent diabetes, blood disorders including hemophilia,
and other diseases treated through replacement of proteins or
hormones missing or in short supply within the body. For more
information, please visit www.sernova.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this press release.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains 'forward-looking information'
within the meaning of applicable Canadian securities legislation.
These statements relate to future events or future performance. The
use of any of the words "could", "intend", "expect", "believe",
"will", "projected", "estimated" and similar expressions and
statements relating to matters that are not historical facts are
intended to identify forward-looking information and are based on
Sernova's current belief or assumptions as to the outcome and
timing of such future events. Forward looking information in this
press release includes information with respect to the Offering,
including the timing and ability of the Company to close the
Offering, receipt of all regulatory and stock exchange approvals,
the exercise of various convertible securities and the intended use
of proceeds by the Company. Forward-looking information is based on
reasonable assumptions that have been made by Sernova at the date
of the information and is subject to known and unknown risks,
uncertainties, and other factors that may cause actual results or
events to differ materially from those anticipated in the
forward-looking information. Examples of such risk factors include:
the inability of the Company to close the Offering or to obtain all
necessary Exchange and regulatory approvals; credit; market
(including equity, foreign exchange and interest rate); liquidity;
operational (including technology and infrastructure);
reputational; insurance; strategic; regulatory; legal;
environmental; capital adequacy; the general business and economic
conditions in the regions in which the Company operates; the
ability of the Company to execute on key priorities, including the
successful development of its product candidates, and strategic
plans and to attract, develop and retain key executives; the
ability to implement business strategies and pursue business
opportunities; disruptions in or attacks (including cyber-attacks)
on the Company's information technology; the failure of third
parties to comply with their obligations to the Company or its
affiliates; the impact of new and changes to, or application of,
current laws and regulations governing the Company's business;
dependence on key suppliers; granting of permits and licenses;
increased competition; changes in foreign currency rates;
increased funding costs and market volatility due to market
illiquidity and competition for funding; the availability of
funds and resources to pursue operations; critical accounting
estimates and changes to accounting standards, policies, and
methods used by the Company; the occurrence of natural and
unnatural catastrophic events and claims resulting from such
events; risks related to COVID-19 including various
recommendations, orders and measures of governmental authorities to
try to limit the pandemic, including travel restrictions, border
closures, nonessential business closures, quarantines,
self-isolations, shelters-in-place and social distancing,
disruptions to markets, economic activity, financing, supply chains
and sales channels, and a deterioration of general economic
conditions including a possible national or global recession; as
well as those risk factors disclosed under the heading "Risk and
Uncertainties" in the Company's annual MD&A (dated February 1, 2021) for the years ended
October 31, 2020 and 2019, which has
been filed on SEDAR and is available under the Company's profile at
www.sedar.com. Given these risks, uncertainties and assumptions,
you should not unduly rely on these forward-looking statements. The
forward-looking information contained in this press release is made
as of the date hereof, and Sernova 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
applicable securities laws. The foregoing statements expressly
qualify any forward-looking information contained herein.
SOURCE Sernova Corp.