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Appili Therapeutics Inc. (TSX: APLI; OTCQB: APLIF) (the “Company” or “Appili”), a biopharmaceutical company focused on drug development for infectious diseases and biodefense products, today announced that it has entered into a definitive agreement with respect to an unsecured C$300,000 bridge loan (the “Bridge Loan”) from Bloom Burton & Co. Inc. (the “Lender”).
As previously announced, Appili entered into a cooperative agreement (the “USAFA Cooperative Agreement”) with the United States Air Force Academy (“USAFA”) for initial funding of US$7.3 million. Under the terms of the USAFA Cooperative Agreement, Appili will be reimbursed for direct costs and labour associated with budgeted program activities, plus will recover a portion of its overhead costs. The Bridge Loan is intended to be used by Appili for working capital purposes in the event that reimbursements under the USAFA Cooperative Agreement are delayed.
The Bridge Loan bears interest at 1% per annum for the first month increasing to 2% thereafter, and matures on the earlier of September 28, 2024, and the date on which Appili receives aggregate reimbursements from USAFA of not less than C$2,500,000. The Bridge Loan is being funded in two equal tranches, with the first tranche already advanced and the second tranche being advanced on or before July 7, 2023.
The Lender is considered to be a “related party” of the Company, and the Bridge Loan is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to the Bridge Loan under the Company’s profile on SEDAR at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Bridge Loan as the details of the Bridge Loan were not settled until shortly prior to the closing, and the Company wished to complete the Bridge Loan on an expedited basis for business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable 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 both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Appili Therapeutics
Appili Therapeutics is an infectious disease biopharmaceutical company that is purposefully built, portfolio-driven, and people-focused to fulfill its mission of solving life-threatening infections. By systematically identifying urgent infections with unmet needs, Appili’s goal is to strategically develop a pipeline of novel therapies to prevent deaths and improve lives. The Company is currently advancing a diverse range of anti-infectives, including a vaccine candidate to eliminate a serious biological weapon threat, a topical antiparasitic for the treatment of a disfiguring disease, and a novel easy to use, liquid oral formulation targeting parasitic and anaerobic infections. Led by a proven management team, Appili is at the epicenter of the global fight against infection. For more information, visit www.AppiliTherapeutics.com.
Forward looking statements
This news release contains “forward-looking statements”, including with respect to the timing of the second tranche, the proposed use proceeds and expected access to funding under the USAFA Cooperative Agreement. Wherever possible, words such as “may “, “would”, “could “, “should”, “will,” “anticipate,” “believe,” “plan,” “expect,” “intend,” “estimate,” “potential for” and similar expressions have been used to identify these forward-looking statements. These forward-looking statements reflect the current expectations of the Company’s management for future growth, results of operations, performance and business prospects and opportunities and involve significant known and unknown risks, uncertainties and assumptions, including, without limitation, those risks listed in the annual information form of the Company dated June 22, 2023 and the other filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedar.com). Should one or more of these risks or uncertainties materialize or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. In particular, the Company has made certain assumptions regarding the timing of expense reimbursement under the USAFA Cooperative Agreement (as well as the scope of qualifying expenditures). Should such funding be materially delayed or reduced, the Company may be required to secure additional funding in the near term, including by means of debt or equity financing. There can be no certainty that such additional funding will be available to the Company on satisfactory terms or at all. For further details, including with respect to the ability of the Company to continue as a going concern, please refer to the Company’s management’s discussion and analysis for the fiscal year ended March 31, 2023 (which may be viewed under the Company’s profile on SEDAR at www.sedar.com). These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. The Company disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
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