(TheNewswire)
LONDON, ONTARIO – TheNewswire - March 1, 2021 – Sernova Corp.(“Sernova” or the “Company”) (TSXV:SVA) (OTC:SEOVF)(Frankfurt/Xetra:PSH) , a leading clinical-stageregenerative medicine therapeutics company, is pleased to announcethat it has closed its previously announced bought deal financing of16,700,000 units of the Company (the “ Units ”) at a priceof C$1.20 per Unit (the “ Issue Price ”), andthe exercise in full of the Over-Allotment Option of 2,505,000 Unitsat the Issue Price, for aggregate gross proceeds to the Company ofapproximately C $23,046,000 (the “ Offering ”).
Each Unit is comprised of one common share of theCompany (a “ CommonShare ”) and one Common Share purchase warrant(a “ Warrant ”). Each Warrant entitles the holder thereof to purchaseone Common Share (as “ Warrant Share ”) at an exercise price ofC$1.70 (the “ ExercisePrice ”) until March 1, 2023. The expiry dateof the Warrants may be accelerated by the Company if the daily volumeweighted average trading price of the Common Shares on the TSX VentureExchange (the “ Exchange ”) is greater than C$3.05 for thepreceding ten (10) consecutive trading days, at which time the Companymay accelerate the expiry date of the Warrants by providing notice tothe holders of Warrants or issuing a news release announcing suchacceleration, whereupon the Warrants will expire not less than 30 daysafter the date of such notice or news release.
The Offering was conducted on a “bought deal”basis, led by Canaccord Genuity Corp. and Leede Jones Gable Inc. asco-lead underwriters (together, the “ Underwriters ). Asconsideration for their services in connection with the Offering, theCompany paid to the Underwriters: (i) a cash commission of $1,452,981;(ii) a corporate finance fee of 384,100 Units; and (iii) 1,210,818compensation options (the “ Compensation Options ”), where eachCompensation Option entitles the holder thereof to purchase one Unit(a “ CompensationUnit ”) at the Issue Price until March 1, 2023.Each Compensation Unit is comprised of one Share and one Warrantexercisable into a Warrant Share at the Exercise Price.
The net proceeds of the Offering will be used toadvance the Company’s clinical development programs, including itsUS Phase I/II Cell Pouch clinical trial in insulin-dependent diabetes,expand the Company’s research and development programs, includingits local immune protection technologies for the Cell Pouch, as wellas for working capital and general corporate purposes.
The Offering was completed (i) by way of a short formprospectus filed in each of the provinces of Canada, other thanQuebec, pursuant to National Instrument 44-101 – Short Form ProspectusDistributions , (ii) on a private placement basisin the United States pursuant to exemptions from the registrationrequirements of the United States Securities Act of 1933, as amended(the “ U.S. SecuritiesAct ”), and applicable U.S. state securitieslaws, and (iii) outside Canada and the United States on a basis whichdoes not require the qualification or registration of any of theCompany’s securities under domestic or foreign securitieslaws.
The securities referred to in this press release havenot been, nor will they be, registered under the U.S. Securities Actor any U.S. state securities laws, and may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S.persons absent U.S. registration or an applicable exemption from theU.S. registration requirements. This press release does not constitutean offer for sale of securities, nor a solicitation for offers to buyany securities in the United States, nor in any other jurisdiction inwhich such offer, solicitation or sale would be unlawful. Any publicoffering of securities in the United States must be made by means of aprospectus containing detailed information about the company andmanagement, as well as financial statements.
About Sernova Corp.
Sernova is developing regenerative medicine therapeutictechnologies using a medical device and immune protected therapeuticcells (i.e. human donor cells, corrected human cells, and stemcell-derived cells) to improve the treatment and qu ality of life of people withchronic metabolic diseases such as insulin-dependent diabetes, blooddisorders including hemophilia, and other diseases treated throughreplacement of proteins or hormones missing or in short supply withinthe body. For more information, please visit www.sernova.com .
FOR FURTHER INFORMATION, PLEASECONTACT:
Dominic Gray
Sernova Corp
T: (519) 858-5126
dominic.gray@sernova.com
Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this pressrelease.
Cautionary Statement RegardingForward-Looking Information
This press release contains‘forward-looking information’ within the meaning of applicableCanadian securities legislation. These statements relate to futureevents or future performance. The use of any of the words “could”,“intend”, “expect”, “believe”, “will”,“projected”, “estimated” and similar expressions andstatements relating to matters that are not historical facts areintended to identify forward-looking information and are based onSernova’s current belief or assumptions as to the outcome and timingof such future events. Forward looking information in this pressrelease includes information with respect to the intended use ofproceeds by the Company. Forward-looking information is based onreasonable assumptions that have been made by Sernova at the date ofthe information and is subject to known and unknown risks,uncertainties, and other factors that may cause actual results orevents to differ materially from those anticipated in theforward-looking information. Examples of such risk factors include: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 theregions in which the Company operates; the ability of the Company toexecute on key priorities, including the successful development of itsproduct candidates, and strategic plans and to attract, develop andretain key executives; the ability to implement business strategiesand pursue business opportunities; disruptions in or attacks(including cyber-attacks) on the Company's information technology; thefailure of third parties to comply with their obligations to theCompany or its affiliates; the impact of new and changes to, orapplication of, current laws and regulations governing the Company’sbusiness; dependence on key suppliers; granting of permits andlicenses; increased competition; changes in foreign currency rates;increased funding costs and market volatility due to marketilliquidity and competition for funding; the availability of funds andresources to pursue operations; critical accounting estimates andchanges to accounting standards, policies, and methods used by theCompany; the occurrence of natural and unnatural catastrophic eventsand claims resulting from such events; risks related to COVID-19including various recommendations, orders and measures of governmentalauthorities to try to limit the pandemic, including travelrestrictions, border closures, nonessential business closures,quarantines, self-isolations, shelters-in-place and social distancing,disruptions to markets, economic activity, financing, supply chainsand sales channels, and a deterioration of general economic conditionsincluding a possible national or global recession; as well as thoserisk factors disclosed under the heading “Risk Factors” in theCompany’s Annual Information Form (dated February 8, 2021) for theyear ended October 31, 2020, which has been filed on SEDAR and isavailable under the Company’s profile at www.sedar.com. Given theserisks, uncertainties and assumptions, you should not unduly rely onthese forward-looking statements. The forward-looking informationcontained in this press release is made as of the date hereof, andSernova is not obligated to update or revise any forward-lookinginformation, whether as a result of new information, future events orotherwise, except as required by applicable securities laws. Theforegoing statements expressly qualify any forward-looking informationcontained herein.
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