(TheNewswire)
SAN DIEGO – TheNewswire - February 4, 2022 –Tryp Therapeutics (CSE:TRYP) (CNSX:TRYP.CN) (OTC:TRYPF) (" Tryp ” orthe “ Company "), apharmaceutical company focused on developing psilocybin-basedcompounds for diseases with unmet medical needs, is pleased toannounce a non-brokered private placement (the " Placement ") to its co-Founderand Executive Director, William J. Garner, M.D. The Placement consistsof 11,111,111 million units (the " Units ") at a price of $0.18 per Unit, to raise grossproceeds of approximately $2.0 million. Each Unit consists of oneCommon Share (each, a " CommonShare ") and one Common Share purchase warrant (each, a" Warrant "). EachWarrant entitles the holder to acquire one additional Common Share ata price of $0.25 per Common Share for a period of 24 months from thedate of issuance.
“I have tremendous faith in the ability of the Tryp Therapeuticsteam to develop and gain approval of life changing psilocybin-baseddrugs. We at EGB Ventures are very pleased to provide funding thatwill further the Company’s development of these drugs, as we believethey have the potential to change the lives of people suffering fromdebilitating diseases that currently have no effective treatments,”said Dr. Garner.
The proceeds of the Placement will be used to advance Tryp's researchand development programs and for general working capital purposes.Closing of the Placement is anticipated to occur on or about February 7 , 2022, and is subject to receipt of allnecessary corporate and regulatory approvals, including the approvalof the Canadian Securities Exchange. The securities issued pursuant tothe Placement will be subject to a statutory hold period of fourmonths plus a day from the date of issuance in accordance withapplicable securities legislation. The Warrants will not be listed onany exchange.
In connection with the Placement, the Company has agreed to enter intoan investor rights agreement with Dr. Garner, pursuant to which Dr.Garner would be granted the right to nominate three directors to theCompany’s board of directors provided that he holds at least 10% ofthe undiluted equity of the Company. In addition, Dr. Garner wouldbe granted a right of participation in the Company’s futurefinancings such that he can maintain his pro rata ownership in theCompany. The Company also agreed to reimburse Dr. Garner forexpenses incurred in connection with the Placement in the amount of$50,000.
Additionally, effective February 3, 2022, James Gilligan, Ph.D.,Tryp’s President and Chief Scientific Officer, was appointed InterimChief Executive Officer and Daren Graham, J.D. was appointed InterimChief Financial Officer. Dr. Gilligan succeeds Gregory McKee, whodeparted from his roles as Chief Executive Officer and Director of theCompany on February 3, 2022. Mr. Graham succeeds Luke Hayes, whodeparted from his role as Chief Financial Officer on January 31, 2022.Effective February 1, 2022, Company Director P. Gage Jull wasappointed as the Company’s new Chairman of the Board.
"I have been a member of Tryp’s senior management since 2020,and I feel privileged to now lead the Company during this very pivotalyear ahead. We have tremendous science, and several very importantmilestones to reach in the coming months," stated Dr. Gilligan.“The Tryp leadership team is solely-focused on initiating our firstclinical trial and continuing the development of TRP-8803, which willtake our PFN™ program beyond psilocybin.”
Early Warning
Dr. Garner is a director and controlling shareholder ofthe Company and, as a result, the issuance of the Units constitutes arelated party transaction as defined under Multilateral Instrument61-101 Protection of Minority Security Holdersin Special Transactions (“ MI 61-101 ”). TheCompany relied upon the exemptions from the formal valuation andminority shareholder approval requirements in sections 5.5(b) – Issuer not Listed onSpecified Markets and 5.7(1)(b) – Fair Market Value Not More $2,500,000, respectively of MI 61-101.
In accordance with National Instrument 62-103– The EarlyWarning System and Related Take-Over Bid and Insider Reporting Issues,Dr. Garner will file an early warning report (the “ Early Warning Repor t ”) regarding thechange in his ownership and control of securities of the Company.
Prior to the acquisition of Units, Dr. Garnerbeneficially owned or exercised control or direction over 13,415,000 Common Shares, no Common Share purchase warrants and no stock options,representing approximately 20.07 % and 16.08 % ofthe issued and outstanding Common Shares on an undiluted and dilutedbasis, respectively. Following the acquisition of Warrants, Dr. Garnerbeneficially owns or exercises control or direction over 24,526,111 Common Shares, no stock options and 11,111,111 Common Share purchasewarrants, representing approximately 31.46% and 33.74% of the issuedand outstanding Common Shares on an undiluted and diluted basisrespectively.
Dr. Garner intends to review his investment in theCompany on a continuing basis and may purchase or sell Common Shares,either on the open market or in private transactions, in each case,depending on a number of factors, including general market andeconomic conditions and other factors and conditions that Dr. Garnerdeems appropriate. A copy of the Early WarningReport for Dr. Garner will be filed on the Company’s profile onSEDAR at www.sedar.com .
This press release is not an offer to sell or the solicitation of anoffer to buy the securities in the United States or in anyjurisdiction in which such offer, solicitation or sale would beunlawful prior to qualification or registration under the securitieslaws of such jurisdiction. The securities being offered have not been,nor will they be, registered under the United States Securities Act of1933, as amended, and such securities may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S.persons absent registration or an applicable exemption from U.S.registration requirements and applicable U.S. state securities laws.
About Tryp Therapeutics
Tryp Therapeutics is a pharmaceutical company focused on developingpsilocybin-based compounds for the treatment of diseases with unmetmedical needs. Tryp's Psilocybin-For-Neuropsychiatric Disorders(PFN™) program is focused on the development of synthetic psilocybinas a new class of drug for the treatment of chronic pain and otherindications. The Company has announced upcoming Phase 2a clinicaltrials with the University of Michigan and the University of Floridato evaluate its drug products for fibromyalgia and binge eatingdisorder, respectively. Tryp is also developing a proprietarypsilocybin-based product, TRP-8803, that uses a novel formulation androute of administration to improve the patient experience. For moreinformation, please visit www.tryptherapeutics.com.
Investor Inquiries:
Joseph Green
Edison Group
investors@tryptherapeutics.com
Media Inquiries:
Annie Graf
KCSA Strategic Communications
TRYP@KCSA.com
1-833-811-8797
Forward-Looking Information
Certain information in this newsrelease constitutes forward-looking information. In some cases, butnot necessarily in all cases, forward-looking information can beidentified by the use of forward-looking terminology such as"plans," "targets," "expects" or"does not expect," "is expected," "anopportunity exists," "is positioned,""estimates," "intends," "assumes,""anticipates" or "does not anticipate" or"believes," or variations of such words and phrases or statethat certain actions, events or results "may,""could," "would," "might,""will" or "will be taken," "occur" or"be achieved." In addition, any statements that refer toexpectations, projections or other characterizations of future eventsor circumstances contain forward-looking information. Statementscontaining forward-looking information are not historical facts butinstead represent management's expectations, estimates and projectionsregarding future events.
Forward-looking information isnecessarily based on a number of opinions, assumptions and estimatesthat, while considered reasonable by Tryp as of the date of this newsrelease, are subject to known and unknown risks, uncertainties,assumptions and other factors that may cause the actual results, levelof activity, performance or achievements to be materially differentfrom those expressed or implied by such forward-looking information,including but not limited to the factors described in greater detailin the "Risk Factors" section of Tryp’s final prospectusavailable at www.sedar.com. These factors are not intended torepresent a complete list of the factors that could affect Tryp;however, these factors should be considered carefully. There can be noassurance that such estimates and assumptions will prove to becorrect. The forward-looking statements contained in this news releaseare made as of the date of this news release, and Tryp expresslydisclaims any obligation to update or alter statements containing anyforward-looking information, or the factors or assumptions underlyingthem, whether as a result of new information, future events orotherwise, except as required by law.
NEITHER THE CANADIAN SECURITIESEXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPTEDRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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