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LONDON, ON and BOSTON, June 6, 2024 /CNW/ - Sernova Corp. ("Sernova" or the "Company") (TSX:SVA) (OTCQB:SEOVF) (FSE/XETRA:PSH) is pleased to announce that it has filed a preliminary short form prospectus in connection with a best efforts marketed public offering (the "Offering") of units of the Company (the "Units"). The Offering is being led by Stifel Nicolaus Canada Inc., as lead agent (the "Lead Agent") and joint bookrunner with Leede Jones Gable Inc., on behalf of a syndicate of agents that includes Ventum Financial Corp., Raymond James, Research Capital Corporation and Roth Canada, Inc. (together with the Lead Agent, the "Agents") and is for minimum gross proceeds of $6,500,000 and up to maximum gross proceeds of $10,000,000. Each Unit will be offered at a price of $0.33 per Unit (the "Offering Price"), and shall consist of one (1) common share of the Company (each, a "Common Share") and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (each, a "Warrant Share") at an exercise price of $0.40 per Warrant Share for 36 months. It is expected that a definitive agency agreement will be entered into between the Company and the Agents following the successful marketing of the Offering.
The Company has agreed to grant the Agents an option (the "Over-Allotment Option") to sell up to an additional number of Units at the Offering Price as is equal to 15% of the number of Units issued pursuant to the Offering, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the Closing Date (as defined below) to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option shall be exercisable for any number of Units, Common Shares, Warrants, or any combination thereof at a price equal to the Offering Price for a Unit and a price to be agreed upon for the Common Shares and Warrants.
The Company plans to use the net proceeds from the offering to expand enrollment in the Company's phase I/II Human Donor Islet clinical study, to support the Company's R&D activities and for general corporate purposes. In addition Sernova would like to announce that Evotec SE, its largest shareholder and collaboration partner, will participate in the offering.
The Offering is scheduled to close on or about June 20, 2024 (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange (the "Exchange").
A preliminary short form prospectus containing important information relating to the Offering has been filed with the securities regulatory authorities in each of the provinces in Canada, other than the Province of Québec, and is still subject to completion or amendment. The preliminary short form prospectus is available via SEDAR+ at www.sedarplus.ca. Alternatively, the Company, any Agent or any dealer participating in the Offering will arrange to send you the preliminary short form prospectus upon request from the Lead Agent at ecmcanada@stifel.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold to or for the account or benefit of persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ABOUT SERNOVA AND ITS CELL POUCH SYSTEM PLATFORM FOR CELL THERAPY
Sernova Corp. is a clinical-stage biotechnology company that is developing therapeutic cell technologies for chronic diseases, including insulin-dependent diabetes, thyroid disease, and blood disorders that include hemophilia A. Sernova is currently focused on developing a 'functional cure' for insulin-dependent diabetes with its lead technology, the Cell Pouch System, a novel implantable and scalable medical device with immune protected therapeutic cells.
On implantation, the Cell Pouch forms a natural, vascularized tissue environment in the body allowing long- term survival and function of therapeutic cells that release essential factors that are absent or deficient in the bodies of patients with certain chronic diseases. Sernova's Cell Pouch System has demonstrated its potential to be a 'functional cure' for people with T1D in an ongoing Phase 1/2 clinical study at the University of Chicago.
Sernova partnered with Evotec to develop an implantable off-the-shelf iPSC (induced pluripotent stem cells) based islet replacement therapy. This partnership provides Sernova a potentially unlimited supply of insulin- producing cells to treat millions of patients with insulin-dependent diabetes (type 1 and type 2). Sernova's development pipeline that uses its Cell Pouch System also includes: a cell therapy for hypothyroid disease resulting from thyroid gland removal and an ex vivo lentiviral Factor VIII gene therapy for hemophilia A.
Forward-looking Statements
This press release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Sernova's current belief or assumptions as to the outcome and timing of such future events. Forward looking information in this press release includes information with respect to the Offering, including the timing and ability of the Company to close the Offering, receipt of all regulatory and stock exchange approvals, and the intended use of proceeds by the Company. Forward-looking information is based on reasonable assumptions that have been made by Sernova at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. Examples of such risk factors include: the inability of the Company to close the Offering or to obtain all necessary Exchange and regulatory approvals; credit and market factors (including equity, foreign exchange and interest rate); the Company's ability to secure licensing arrangements on reasonable terms, or at all; ability to conduct all required preclinical and clinical studies for the company's Cell Pouch System and or related technologies, including the timing and results of those trials; ability to obtain all necessary regulatory approvals, or on a timely basis; ability to in-license additional complementary technologies; ability to execute its business strategy and successfully compete in the market; the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful development of its product candidates, and strategic plans and to attract, develop and retain key executives; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations governing the Company's business; dependence on key suppliers; increased competition; changes in foreign currency rates; liquidity and capital adequacy; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the inherent risks associated with the development of biotechnology combination products generally; as well as those risk factors disclosed under the heading "Risk and Uncertainties" in the Company's annual MD&A (dated January 26, 2024) for the years ended October 31, 2023 and 2022, which has been filed on SEDAR+ and is available under the Company's profile at www.sedarplus.ca. Given these risks, uncertainties and assumptions, you should not unduly rely on these forward-looking statements. The forward-looking information contained in this press release is made as of the date hereof, and Sernova is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein.
