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TORONTO and HOUSTON, Oct. 11, 2019 /CNW/ - Medicenna Therapeutics Corp. ("Medicenna" or the "Company") (TSX: MDNA) (OTCQB: MDNAF), a clinical stage immuno-oncology company, is pleased to announce that it has filed a (final) short form prospectus (the "Prospectus") which has been receipted by the regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario, in connection with the marketed offering (the "Offering") of units of the Company ("Units"). A copy of the Prospectus is available under the Company's profile at www.sedar.com.
Pursuant to the Offering, the Company intends to issue a minimum of 3,076,924 Units and a maximum of 4,615,386 Units at a price of CDN$1.30 per Unit for minimum gross proceeds of CDN$4,000,001 and maximum gross proceeds of CDN$6,000,002. Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") at an exercise price of CDN$1.75 per Warrant Share for a period of 36 months following the closing of the Offering.
The Offering is undertaken on a best efforts basis pursuant to the terms and conditions of an agency agreement (the "Agency Agreement") entered into between Bloom Burton Securities Inc., Mackie Research Capital Corporation, Haywood Securities Inc. (collectively, the "Agents") and the Company. In connection with the Offering, the Agents will be paid a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering and will be issued compensation options exercisable to acquire such number of Common Shares as is equal to 7.0% of the aggregate number of Units sold pursuant to the Offering (the "Compensation Option Shares"). The Company has granted to the Agents a 30-day over-allotment option to sell up to an additional number of Units that is equal to 15% of the number of Units sold pursuant to the Offering or up to an additional number of Warrants that is equal to 7.5% of the number of Units sold pursuant to the Offering, so long as the aggregate number of additional Warrants does not exceed 7.5% of the number of Warrants issued under the Offering (excluding the over-allotment option).
The Offering is subject to the satisfaction of certain customary closing conditions. The Company has received conditional approval from the Toronto Stock Exchange ("TSX") to have the Common Shares, the Warrant Shares and the Compensation Option Shares listed on the TSX. Listing is subject to the final approval of the TSX in accordance with its applicable listing requirements. Closing may occur in one or more tranches with the first closing expected to occur on or about October 17, 2019.
This news release is not an offer of the Units for sale in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Units, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such province, state or jurisdiction.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Corporation's securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
About Medicenna Therapeutics Corp.
Medicenna is a clinical stage immunotherapy company focused on oncology and the development and commercialization of novel, highly selective versions of IL-2, IL-4 and IL-13 Superkines and first in class Empowered Cytokines™ (ECs) for the treatment of a broad range of cancers. Supported by a US$14.1M non-dilutive grant from CPRIT (Cancer Prevention and Research Institute of Texas), Medicenna's lead IL4-EC, MDNA55, has completed enrolling patients in a Phase 2b clinical trial for rGBM, the most common and uniformly fatal form of brain cancer, at top-ranked brain cancer centres in the US. MDNA55 has been studied in five clinical trials involving 132 patients, including 112 adults with rGBM. MDNA55 has demonstrated compelling efficacy and has obtained Fast-Track and Orphan Drug status from the FDA and FDA/EMA respectively. For more information, please visit www.medicenna.com.
This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements with respect to the closing of the Offering and the listing of the Common Shares, the Warrant Shares and the Broker Warrant Shares on the TSX, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the risks detailed in the Prospectus, the annual information form of the Company dated June 24, 2019 and in other filings made by the Company with the applicable securities regulators from time to time.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by Canadian securities law.
SOURCE Medicenna Therapeutics Corp.