MISSISSAUGA, ON, April 1, 2014 /CNW/ - Nuvo Research Inc. (TSX:NRI), (the "Company"), a specialty pharmaceutical company with a diverse
portfolio of topical and immunology products, is pleased to announce
the closing of a non-brokered private placement (the "Private
Placement"), pursuant to which an aggregate of 1,390,000 units of the
Company were issued at a price of $2.25 per unit, raising gross
proceeds of approximately $3,127,500. Each Unit consists of one common
share of the Company and one-half of one common share purchase warrant
of the Company. Each whole warrant entitles the holder to purchase one
common share of the Company at a price of $3.00 for a 24-month period,
subject to acceleration at the option of the Company in the event that
the ten-day volume weighted share price for the Company's common shares
is equal to or exceeds $3.50 on the Toronto Stock Exchange ("TSX") at
any time during the warrant term. First Republic Capital Corporation
("First Republic") was the primary finder of the participants in the
offering.
Certain officers of the Company participated in the Private Placement
and acquired 67,768 Units on the same terms as the other purchasers.
The participation by the officers in the Private Placement constitutes
a "related party transaction" under Multilateral Instrument 61-101 and
is exempt from the minority approval and valuation requirements under
such instrument.
In connection with the Private Placement, a finder's fee was paid
consisting of (a) a 6% cash commission on the gross proceeds raised
under the private placement relating to purchasers introduced by the
finders, and (b) broker warrants to purchase Units at a price of $2.54
per Unit equal to 6% of the number of Units relating to purchasers
introduced by the finders.
"This financing allows us to further advance our immunology program and
provides us a stronger balance sheet going forward," said Dan Chicoine,
Nuvo's Chairman and Co-CEO. "We will now be in a much stronger cash
position when we obtain the results of our Phase 2 study of WF10 for
the treatment of allergic rhinitis expected in Q4 this year."
The gross proceeds raised from the Private Placement will be used by the
Company to further advance the development of the WF10 program for
allergic rhinitis, and for working capital and general corporate
purposes.
The securities issued under the Private Placement are subject to a hold
period expiring on August 1, 2014.
About Nuvo Research Inc.
Nuvo (TSX:NRI) is a specialty pharmaceutical company focused on
improving patient's lives by developing and commercializing innovative
products that address unmet medical needs. The Company has a diverse
portfolio of products in the areas of topical pain and immunology.
Nuvo's marketed products include Pennsaid (a topical treatment for the
signs and symptoms of osteoarthritis of the knee), Pennsaid 2% (a
topical treatment for the pain of osteoarthritis of the knee), Pliaglis
(a topical local anesthetic) and the heated lidocaine/tetracaine patch
(HLT Patch). For additional Company information visit www.nuvoresearch.com.
Forward-Looking Information:
Certain statements in this news release constitute forward-looking
statements within the meaning of applicable securities laws.
Forward-looking statements include, but are not limited to the
Company's anticipated use of proceeds from the Private Placement, the
Company's future share price and the Company's possible election to
accelerate the expiry date of any of the warrants or the brokers
warrants and similar statements concerning anticipated future events,
results, circumstances, performance or expectations that are not
historical facts. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "outlook",
"objective", "may", "will", "expect", "intend", "estimate",
"anticipate", "believe", "should", "plans" or "continue", or similar
expressions suggesting future outcomes or events. Such forward-looking
statements reflect management's current beliefs and are based on
information currently available to management. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those contemplated by such
statements. Factors that could cause such differences include the
failure to obtain final TSX approval of the Private Placement, general
business and economic uncertainties and adverse market conditions as
well as other risk factors included in the Company's Annual Information
Form dated February 20, 2014 under the heading "Risks Factors" and as
described from time to time in the reports and disclosure documents
filed by the Company with Canadian securities regulatory agencies and
commissions. This list is not exhaustive of the factors that may impact
the Company's forward-looking statements. These and other factors
should be considered carefully and readers should not place undue
reliance on the Company's forward-looking statements. As a result of
the foregoing and other factors, no assurance can be given as to any
such future results, levels of activity or achievements and neither the
Company nor any other person assumes responsibility for the accuracy
and completeness of these forward-looking statements. The factors
underlying current expectations are dynamic and subject to change.
Although the forward-looking information contained in this news release
is based upon what management believes are reasonable assumptions,
there can be no assurance that actual results will be consistent with
these forward-looking statements. All forward-looking statements in
this news release are qualified by these cautionary statements. The
forward-looking statements contained herein are made as of the date of
this news release and except as required by applicable law, the Company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
SOURCE Nuvo Research Inc.
