NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES
OTTAWA, ON, Feb. 23, 2021
/CNW/ - Tetra Bio-Pharma Inc. ("Tetra Bio-Pharma" or
the "Company") (TSX: TBP) (OTCQB: TBPMF), a
biopharmaceutical pioneer in immunomodulator drug discovery and
development, is pleased to announce today that is has entered into
a revised agreement with Canaccord Genuity Corp. ("Canaccord
Genuity") and Leede Jones Gable Inc. ("LJG" and together
with Canaccord Genuity, the "Underwriters") pursuant to
which the Underwriters have agreed to purchase, on a bought-deal
basis, an aggregate of 57,000,000 units of the Company (the
"Equity Units") at a price of $0.22 per Equity Unit (the "Issue Price")
for aggregate gross proceeds to the Company of $12,540,000 (the "Offering").
Each Equity 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 $0.28 (the "Exercise Price") at any time
up to 36 months following Closing (as defined below).
The Company has granted the Underwriters an
option (the "Over-Allotment Option"), exercisable in part or
in whole at the Underwriters' sole discretion, at any time
beginning on the closing of the Offering until 30 days following
the closing of the Offering, to purchase up to that number of
additional Equity Units, Common Shares or Warrants, or any
combination thereof, as is equal to 15% of the aggregate number of
Equity Units sold in the Offering to cover over-allotments, if any.
If the Over-Allotment Option is exercised in full, the gross
proceeds to the Company from the Offering will be approximately
$14,421,000.
The Equity Units will be offered (i) in each of
the provinces of Canada (other
than Québec) pursuant to the Company's base shelf prospectus dated
April 1, 2020 (the "Base
Prospectus"), (ii) in the United
States (as such terms are defined in Rule 144A under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act")) on a private placement basis pursuant to available
exemptions from registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws, and (iii) in other
offshore jurisdictions pursuant to available prospectus or
registration exemptions in accordance with applicable laws. The
terms of the Offering will be described in a prospectus supplement
to the Base Prospectus to be filed with the securities commission
in each of the provinces of Canada
(the "Supplement").
The Company intends to use the net proceeds from the Offering
for the Company's drug development program, potential acquisitions
and growth opportunities, as well as working capital and general
corporate purposes.
The Underwriters shall be paid (i) a commission (the "Cash
Commission") equal to 7.0% of the aggregate gross proceeds of
the Offering payable in cash and (ii) warrants (the
"Underwriters' Warrants") exercisable at any time up to 36
months following the closing of the Offering to acquire the number
of Common Shares equal to 7.0% of the aggregate number of Units
issued pursuant to the Offering, at an exercise price equal to the
Issue Price.
The closing of the Offering is expected to occur on or about
March 2, 2021 and is subject to the
Company receiving all necessary regulatory approvals, including the
approval of the Toronto Stock Exchange.
Copies of the Supplement, following filing thereof, and
accompanying Base Prospectus may be obtained on SEDAR at
www.sedar.com and from Canaccord Genuity Corp. at ecm@cgf.com. The
Base Prospectus contains, and the Supplement will contain,
important detailed information about the Company and the proposed
Offering. Prospective investors should read the Supplement and
accompanying Base Prospectus and the other documents the Company
has filed before making an investment decision.
The securities referred to in this news release have not been,
nor will they be, registered under the United States Securities Act
of 1933, as amended, 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 TETRA BIO-PHARMA:
Tetra Bio-Pharma (TSX: TBP) (OTCQB: TBPMF), is a
biopharmaceutical pioneer in immunomodulator drug discovery and
development with a FDA and a Health Canada approved clinical
program aimed at bringing novel prescription drugs and treatments
to patients and their healthcare providers. Our evidence-based
scientific approach has enabled us to develop a pipeline of
cannabinoid-based drug products for a range of medical conditions,
including pain, inflammation, and oncology. With patients at the
core of what we do, Tetra Bio-Pharma is focused on providing
rigorous scientific validation and safety data required for
inclusion into the existing biopharma industry by regulators,
physicians and insurance companies.
For more information visit: www.tetrabiopharma.com.
Forward-looking statements
Some statements in this release may contain forward-looking
information, including the use of proceeds of the Offering and
receipt of final approval of the Toronto Stock Exchange. All
statements, other than of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding potential acquisitions and
financings) are forward-looking statements. Forward-looking
statements are generally identifiable by use of the words "may",
"will", "should", "continue", "expect", "anticipate", "estimate",
"believe", "intend", "plan" or "project" or the negative of these
words or other variations on these words or comparable terminology.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company's ability to
control or predict, that may cause the actual results of the
Company to differ materially from those discussed in the
forward-looking statements. Factors that could cause actual results
or events to differ materially from current expectations include,
among other things, without limitation, the inability of the
Company to obtain sufficient financing to execute the Company's
business plan; competition; regulation and anticipated and
unanticipated costs and delays, the success of the Company's
research and development strategies, including the success of this
product or any other product, the applicability of the discoveries
made therein, the successful and timely completion and
uncertainties related to the regulatory process, the timing of
clinical trials, the timing and outcomes of regulatory or
intellectual property decisions and other risks disclosed in the
Company's public disclosure record on file with the relevant
securities regulatory authorities. Although the Company has
attempted to identify important factors that could cause actual
results or events to differ materially from those described in
forward-looking statements, there may be other factors that cause
results or events not to be as anticipated, estimated or intended.
Readers should not place undue reliance on forward-looking
statements. The forward-looking statements included in this news
release are made as of the date of this news release and the
Company does not undertake an obligation to publicly update such
forward-looking statements to reflect new information, subsequent
events or otherwise unless required by applicable securities
legislation.
SOURCE Tetra Bio-Pharma Inc.