Bright Minds Biosciences Inc. (“
Bright Minds” or
the “
Company”) (Nasdaq: DRUG) (CSE: DRUG), a
biotechnology company focused on developing novel drugs for
targeted treatment of neuropsychiatric disorders, epilepsy and
pain, is pleased to announce the pricing of its previously
announced overnight marketed offering of an aggregate of 2,858,000
units of the Company (the “
Units”) at a price of
$1.40 per Unit, for aggregate gross proceeds of $4,001,200 (the
“
Offering”). Each Unit is comprised of one common
share in the capital of the Company (a “
Share”)
and one common share purchase warrant (a
“
Warrant”). Each Warrant will entitle the holder
thereof to purchase one Share at an exercise price of $1.76 for a
period of 24 months from the closing date. Eight Capital is acting
as lead agent in connection with the Offering (the “Agent”). H.C.
Wainwright & Co. is acting as US Capital Markets advisor to the
Company (the “Advisor”). The closing of the Offering will be
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including any required approval
of the Canadian Securities Exchange or NASDAQ and entry into an
agency agreement between the Agent and the Company.
The Company has granted Eight Capital an option,
exercisable in whole or in part, at any time not later than the
30th day following the closing of the Offering, to purchase up
to an additional 15% of the Units offered in the proposed Offering
for market stabilization purposes and to cover over-allotments, if
any.
The net proceeds of the Offering are expected to
be used for preclinical development activities, clinical
development activities, as well as working capital and general
corporate purposes.
It is expected that the Units will be offered in
each of the provinces of Canada, other than Quebec, pursuant to
Bright Mind’s short form base shelf prospectus dated June 7, 2021
(the “Base Prospectus”) and may also be offered in
the United States or to, or for the account or benefit of, “U.S.
persons” (as defined in Regulation S under the United States
Securities Act of 1933, as amended (the “U.S. Securities
Act”)) pursuant to available exemptions from the
registration requirements of the U.S. Securities Act and in
compliance with similar exemptions under applicable state
securities laws, as well as in jurisdictions outside of Canada and
the United States as are agreed to by the Company and Eight Capital
on a private placement or equivalent basis. The terms of any
Offering will be described in a prospectus supplement to be filed
with the securities commissions in each of the provinces of Canada,
other than Quebec (the “Prospectus
Supplement”).
Copies of the Prospectus Supplement, following
filing thereof, and accompanying Base Prospectus may be obtained on
SEDAR at www.sedar.com and from Eight Capital at
ecm@viiicapital.com. The Base Prospectus contains, and the
Prospectus Supplement will contain, important detailed information
about the Company and the proposed Offering. Prospective investors
should read the Prospectus Supplement and accompanying Base
Prospectus and the documents that are incorporated by reference
into the Base Prospectus that the Company has filed on SEDAR at
www.sedar.com before making an investment decision.
The securities being offered have not been, nor
will they be, registered under the U.S. Securities Act, and may not
be offered or sold in the United States or to, or for the account
or benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable state securities laws. Any securities offered
and sold in the United States shall be issued as “restricted
securities” as defined in Rule 144(a)(3) under the U.S. Securities
Act. 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 jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Bright Minds:
Bright Minds is focused on developing novel
transformative treatments for neuropsychiatric disorders, epilepsy,
and pain. Bright Minds has a portfolio of next-generation serotonin
agonists designed to target neurocircuit abnormalities that are
responsible for difficult to treat disorders such as resistant
epilepsy, treatment resistant depression, PTSD, and pain. The
Company leverages its world-class scientific and drug development
expertise to bring forward the next generation of safe and
efficacious drugs. Bright Minds’ drugs have been designed to
potentially retain the powerful therapeutic aspects of psychedelic
and other serotonergic compounds, while minimizing the side
effects, thereby creating superior drugs to first-generation
compounds, such as psilocybin.
Investor Contacts:Ian
McDonaldCEO and DirectorE: ian@brightmindsbio.comT:
647-407-2515
Lisa WilsonE: lwilson@insitecony.comT:
917-543-9932
Neither Canadian Securities Exchange nor
its Regulation Services Provider (as that term is defined in the
policies of the Canadian Securities Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
This news release may contain
assumptions, estimates, and other forward-looking statements
regarding future events. Often, but not
always, forward-looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Such forward-looking statements involve inherent risks
and uncertainties and are subject to factors, many of which are
beyond the Company's control that may cause actual results or
performance to differ materially from those currently anticipated
in such statements. Such factors include,
without limitation, the risk of failure to satisfy customary
closing conditions of the Offering. Forward-looking statements may
include, without limitation, statements relating to the Offering
and the use of proceeds therefrom, as well as entry into an agency
agreement with the Agent, and receipt of regulatory approvals. All
forward-looking statements in this news release are made as of the
date of this news release. The forward-looking statements contained
herein are also subject generally to assumptions and risks and
uncertainties that are described from time to time in the Company's
public securities filings with the Canadian securities commissions,
including the Base Shelf Prospectus and the Prospectus Supplement.
Although Bright Minds believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those in forward looking
statements. Bright Minds expressly disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
except as required by applicable law.
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