Eupraxia Pharmaceuticals Inc. ("Eupraxia" or the "Company") (TSX:
EPRX), a clinical-stage biotechnology company, today announced the
launch of an overnight marketed public offering (the “Offering”) of
common shares of the Company (the “Shares”) for total gross
proceeds of approximately $30 million.
The Offering will be priced in the context of
the market, with the price per Share to be determined at the time
the Company enters into an underwriting agreement with Raymond
James Ltd. as sole underwriter and bookrunner (the “Underwriting
Agreement”).
Eupraxia intends to grant Raymond James Ltd. an
over-allotment option, exercisable for a period of 30 days from the
date of the Underwriting Agreement, to purchase up to an additional
15% of the total number of Shares sold pursuant to the
Offering.
Eupraxia expects to use the net proceeds of the
Offering, together with its existing cash and cash equivalents,
primarily to fund research and development activities, general and
administrative expenses, a milestone payment, working capital needs
and other general corporate purposes.
The Offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
Offering may be completed. Closing of the Offering will be subject
to a number of customary conditions, including the entering into of
the Underwriting Agreement and approval of the Toronto Stock
Exchange. The Offering is expected to close on or about March 15,
2024.
In connection with the Offering, Eupraxia will
file a prospectus supplement to its base shelf prospectus, dated
February 5, 2024, with the securities regulatory authorities in
each of the provinces of Canada, except the Province of Quebec. The
Offering will be made in Canada only by means of the base shelf
prospectus and prospectus supplement. Such documents contain
important information about the Offering. Copies of the base shelf
prospectus and the prospectus supplement (once filed) can be found
on SEDAR+ at www.sedarplus.ca. Copies of such documents may
also be obtained from Raymond James Ltd., Scotia Plaza, 40 King St.
W, 54th Floor, Toronto, Ontario M5H 3Y2, Canada, by telephone at
(416) 777-7000, or by email at
ecm-Syndication@raymondjames.com.
Prospective investors should read the base shelf
prospectus and the prospectus supplement before making an
investment decision.
No securities regulatory authority has either
approved or disapproved the contents of this press release. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
common shares in the United States or in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such province, state or jurisdiction. The
securities have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements thereunder. The Company does not
intend to register any part of the proposed Offering in the United
States, and any public offering of securities to be made in the
United States will only be made by means of a prospectus that may
be obtained from the issuer and that will contain detailed
information about the Company and management, as well as financial
statements.
About Eupraxia Pharmaceuticals
Inc.
Eupraxia is a clinical-stage biotechnology
company focused on the development of locally delivered,
extended-release products that have the potential to address
therapeutic areas with high unmet medical need. The Company strives
to provide improved patient benefit and has developed technology
designed to deliver targeted, long-lasting activity with fewer side
effects.
Notice Regarding Forward-Looking
Statements and Information
This press release includes forward-looking
statements and forward–looking information within the meaning of
applicable securities laws. Often, but not always, forward–looking
information can be identified by the use of words such as "plans",
"is expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes", “estimates”, “potential” or
variations (including negative and grammatical variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Forward looking statements in this press release include
statements regarding the Offering generally, the pricing and terms
of the Offering, the use of the proceeds of the Offering, the entry
into the Underwriting Agreement, the filing of the prospectus
supplement, the grant of the over-allotment option, and the
satisfaction of the conditions of the closing of the Offering,
including the receipt, in a timely manner, of all required
approvals.
Such statements and information are based on the
current expectations of Eupraxia’s management, and are based on
assumptions, including but not limited to: the Company’s ability to
complete the Offering; future research and development plans for
the Company proceeding substantially as currently envisioned;
industry growth trends, including with respect to projected and
actual industry sales; the Company’s ability to obtain positive
results from the Company’s research and development activities,
including clinical trials; and the Company’s ability to protect
patents and proprietary rights. Although Eupraxia’s management
believes that the assumptions underlying these statements and
information are reasonable, they may prove to be incorrect. The
forward–looking events and circumstances discussed in this press
release may not occur by certain dates or at all and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting Eupraxia, including, but not limited to:
risks and uncertainties related to the terms, timing and ability of
the Company to complete the Offering; the Company’s limited
operating history; the Company’s novel technology with uncertain
market acceptance; if the Company breaches any of the agreements
under which it licenses rights to its product candidates or
technology from third parties, the Company could lose license
rights that are important to its business; the Company’s current
license agreement may not provide an adequate remedy for its breach
by the licensor; the Company’s technology may not be successful for
its intended use; the Company’s future technology will require
regulatory approval, which is costly and the Company may not be
able to obtain it; the Company may fail to obtain regulatory
approvals or only obtain approvals for limited uses or indications;
the Company’s clinical trials may fail to demonstrate adequately
the safety and efficacy of our product candidates at any stage of
clinical development; the Company may be required to suspend or
discontinue clinical trials due to side effects or other safety
risks; the Company completely relies on third parties to provide
supplies and inputs required for its products and services; the
Company relies on external contract research organizations to
provide clinical and non-clinical research services; the Company
may not be able to successfully execute its business strategy; the
Company will require additional financing, which may not be
available; any therapeutics the Company develops will be subject to
extensive, lengthy and uncertain regulatory requirements, which
could adversely affect the Company’s ability to obtain regulatory
approval in a timely manner, or at all; the impact of health
pandemics or epidemics on the Company's operations; the Company's
restatement of its consolidated financial statements, which may
lead to additional risks and uncertainties, including loss of
investor confidence and negative impacts on the Company's common
share price; and other risks and uncertainties described in more
detail in Eupraxia's public filings on SEDAR+ (sedarplus.ca).
Although Eupraxia has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward–looking statements and information,
there may be other factors that cause actions, events or results to
differ from those anticipated, estimated or intended. No
forward–looking statement or information can be guaranteed. Except
as required by applicable securities laws, forward–looking
statements and information speak only as of the date on which they
are made and Eupraxia undertakes no obligation to publicly update
or revise any forward–looking statement or information, whether as
a result of new information, future events or otherwise.
For investor and media inquiries, please
contact:
Danielle Egan, Eupraxia Pharmaceuticals
Inc.778.401.3302degan@eupraxiapharma.com
or
Adam Peeler, on behalf of:Eupraxia Pharmaceuticals
Inc.416.427.1235adam.peeler@loderockadvisors.com
Source: Eupraxia Pharmaceuticals Inc.
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