(TheNewswire)
SAN DIEGO, CALIFORNIA – TheNewswire - April22, 2022 – Tryp Therapeutics (CSE:TRYP) (OTC:TRYPF) (“ Tryp ” or the “ Company "), a pharmaceutical company focused ondeveloping psilocybin-based compounds for diseases with unmet medicalneeds, announces that it has amended the terms of its privateplacement (the “ PrivatePlacement ”) previously announced on February 4, 2022 andFebruary 17, 2022. The Company also announces the closing of asecond tranche of the Private Placement for aggregate gross proceedsof $3,000,000 and the settlement of certain accounts payable forconsulting services through the issuance of common shares in thecapital of the Company (the “ CommonShares ”).
The Company has revised the terms of its previously announced PrivatePlacement. Under the revised terms, the Private Placement willconsist of the issuance of units of the Company (the “ Units ”) at a price of $0.15 perUnit. Each Unit is comprised of one (1) Common Share and one-half ofone (1/2) Common Share purchase warrant (each whole Common Sharepurchase warrant, a “ Warrant ”). Each Warrant entitles the holder to acquire anadditional Common Share at a price of $0.20 per Common Share for aperiod of 24 months from the date of issuance. The Company isauthorized to raise up to an aggregate of $6,000,000 under the revisedterms.
The Company also announces the closing of a second tranche of thePrivate Placement. Under the second tranche, the Company has issued anaggregate of 20,000,000 Units to its co-Founder,William J. Garner, M.D. at a price of $0.15 per Unit for aggregategross proceeds of $3,000,000. With the closing of the first and secondtranches, the Company has raised gross proceeds of $4,000,000 and isauthorized to raise an additional $3,000,000 in the Private Placement.
The proceeds of the Private Placement are expected to be used toadvance Tryp's research and development programs and for generalworking capital purposes. The securities issued pursuant to the secondtranche of the Private Placement are subject to a statutory holdperiod expiring on August 23, 2022 in accordance with applicablesecurities legislation.
Dr. Garner is a controlling shareholder of the Companyand, as a result, the Private Placement constitutes a related partytransaction as defined under Multilateral Instrument 61-101 Protection of MinoritySecurity Holders in Special Transactions (“ MI61-101 ”). The Company relied upon theexemptions from the formal valuation and minority shareholder approvalrequirements in sections 5.5(b) – Issuer not Listed on SpecifiedMarkets and 5.7(1)(e) – Financial Hardship, respectively of MI 61-101. T he Company did not file a material changereport in respect of the related party transaction at least 21 daysbefore the closing of the second tranche of the Private Placement asthe details of the Private Placement and Dr. Garner’s participationtherein were not settled until shortly prior to the announcement ofthe closing of the second tranche of the Private Placement.
Accounts Payable Settlement
The Company also announces that it has issued anaggregate of 3,570,588 Common Shares in settlement of $303,500 owed toa consultant of the Company for services. The Common Shares wereissued at a deemed price of $0.085 per Common Share.
Option Grants and Cancellations
The Company also announces thegrant of an aggregate of 5,000,000 incentive stock options (the“ Options ”) to directors and officers of the Company , such Options to be granted in accordance with applicable laws and the policies of the Canadian SecuritiesExchange.
In addition, the Company announces that it hascancelled an aggregate of 2,000,000 Options previously granted todirectors, officers and employees of the Company.
Early Warning
In accordance with National Instrument 62-103– The EarlyWarning System and Related Take-Over Bid and Insider Reporting Issues, Dr. Garner ( 100 Calle del Muelle, 21007, San Juan, Puerto Rico, USA00901) will file an early warningreport (the “ Early WarningRepor t ”) regarding the change in his ownership and control ofsecurities of the Company.
Prior to the acquisition of Common Shares, Dr. Garnerbeneficially owned or exercised control or direction over 18,415,000 Common Shares, representingapproximately 25.63% and 24.17 % of the issued and outstanding Common Shares on an undilutedand diluted basis, respectively. Following the acquisition of theUnits under the second tranche of the Private Placement and the grantof the Options, Dr. Garner beneficially owns or exercises control ordirection over 38,415,000 Common Shares and 10,000,000 Warrants,representing approximately 40.26% and 42.93 % of the issued and outstanding CommonShares on an undiluted and diluted basis respectively.
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 . A copy may also be requestedfrom the Company at the contact information noted below under theheading “Investor Inquiries”.
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 enrollment of the first patientin its Phase 2a clinical trial to evaluate its drug products for bingeeating disorder at the University of Florida. It has also announcedits upcoming Phase 2a clinical trial with the University of Michiganto evaluate its drug products for fibromyalgia. Tryp is developing aproprietary psilocybin-based product, TRP-8803, that uses a novelformulation and route of administration to improve the patientexperience. For more information, please visitwww.tryptherapeutics.com.
Investor Inquiries:
James P. Gilligan, PhD
Interim CEO and Chief Scientific Officer
jgilligan@tryptherapeutics.com
Media Inquiries:
Annie Graf
KCSA Strategic Communications
TRYP@KCSA.com
1-833-811-8797
The securities offered have not been, and will not be,registered under the U.S. Securities Act of 1933, as amended (the“ U.S. SecuritiesAct ”), or any U.S. state securities laws, andmay not be offered or sold in the United States or to, or for theaccount or benefit of, U.S. persons (as defined under the U.S.Securities Act) absent registration or any applicable exemption fromthe registration requirements of the U.S. Securities Act andapplicable U.S. state securities laws. This news release shall notconstitute an offer to sell or the solicitation of an offer to buysecurities in the United States, nor shall there be any sale of thesesecurities in any jurisdiction in which such offer, solicitation orsale would be unlawful.
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.
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