Sernova Announces Closing of C$23 Million Bought Deal Financ LONDON, ONTARIO – TheNewswire - March 1, 2021 – Sernova Corp. (“Sernova” or the “Company”) (TSXV:SVA) (OTC:SEOVF) (Frankfurt/Xetra:PSH), a leading clinical-stage regenerative medicine therapeutics company, is pleased to announce that it has closed its previously announced bought deal financing of 16,700,000 units of the Company (the “Units”) at a price of C$1.20 per Unit (the “Issue Price”), and the exercise in full of the Over-Allotment Option of 2,505,000 Units at the Issue Price, for aggregate gross proceeds to the Company of approximately C$23,046,000 (the “Offering”).
Each Unit is comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (as “Warrant Share”) at an exercise price of C$1.70 (the “Exercise Price”) until March 1, 2023. The expiry date of the Warrants may be accelerated by the Company if the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “Exchange”) is greater than C$3.05 for the preceding ten (10) consecutive trading days, at which time the Company may accelerate the expiry date of the Warrants by providing notice to the holders of Warrants or issuing a news release announcing such acceleration, whereupon the Warrants will expire not less than 30 days after 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. as co-lead underwriters (together, the “Underwriters). As consideration for their services in connection with the Offering, the Company paid to the Underwriters: (i) a cash commission of $1,452,981; (ii) a corporate finance fee of 384,100 Units; and (iii) 1,210,818 compensation options (the “Compensation Options”), where each Compensation Option entitles the holder thereof to purchase one Unit (a “Compensation Unit”) at the Issue Price until March 1, 2023. Each Compensation Unit is comprised of one Share and one Warrant exercisable into a Warrant Share at the Exercise Price.
The net proceeds of the Offering will be used to advance the Company’s clinical development programs, including its US Phase I/II Cell Pouch clinical trial in insulin-dependent diabetes, expand the Company’s research and development programs, including its local immune protection technologies for the Cell Pouch, as well as for working capital and general corporate purposes.
The Offering was completed (i) by way of a short form prospectus filed in each of the provinces of Canada, other than Quebec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions, (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable U.S. state securities laws, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
The securities referred to in this press release have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.