COT Cotinga Pharmaceuticals Inc

Cotinga Pharmaceuticals Inc. (TSX Venture:COT) (OTCQB:COTQF) (“Cotinga” or the “Company”), a clinical-stage pharmaceutical company advancing a pipeline of targeted therapies for the treatment of cancer, today announced the closing of a brokered private placement (the “Brokered Offering”) and a non-brokered private placement (the “Non-Brokered Offering”, and together with the Brokered Offering, the “Offering”) for total proceeds of approximately CAD $2,010,000. Pursuant to the Offering, the Company issued 5,289,900 units (the “Units”) at a price of CAD $0.38 per Unit. Cotinga plans to use the net proceeds from the Offering to support the continued clinical development of COTI-2.

“This private placement improves our balance sheet and provides the funds necessary to advance our lead asset, COTI-2, into clinical development as a combination therapy,” said Alison Silva, President and CEO. “Specifically, these funds enable us to expand our ongoing Phase 1 trial to evaluate COTI-2 in combination with various standards-of-care in a wide spectrum of cancers. We expect to provide a clinical update on these efforts in the months ahead. This financing also allowed us to diversify our shareholder base as we were pleased to secure U.S.-based institutional support to lead the offering. We welcome our new investors, who comprised 65% of this round, into the Cotinga story. We remain confident advancing COTI-2 will be a meaningful value-driver for both patients and shareholders, and we thank all of our shareholders for their continued support.”

Each Unit consisted of one common share of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”) of the Company.  Each Warrant is exercisable for one Common Share (each, a “Warrant Share”) at an exercise price of CAD $0.47 per Common Share for a period of 60 months from May 3, 2018 (the “Closing Date”). The Common Shares and Warrants issued by the Company pursuant to the Offering are subject to restrictions on resale in accordance with applicable Canadian and U.S. securities laws and the policies of the TSX Venture Exchange (the “TSXV”). Under Canadian securities laws, the Common Shares, Warrants and Warrant Shares are subject to a restriction on resale for a period of four months plus one day from the Closing Date. Certain U.S. subscribers have been granted the right to participate in an aggregate of up to 50% of any subsequent financing of the Company for a period of 12 months from the Closing Date. The Offering is subject to final acceptance of the TSXV.  

Roth Capital Partners, LLC (the “Agent”) acted as sole placement agent for the Brokered Offering in the United States. The Agent received: (i) a cash commission of CAD $89,775; (ii) 158,697 warrants to purchase Common Shares exercisable for a period of 60 months from the Closing Date at an exercise price of CAD $0.47 per Common Share; and (iii) a corporate finance fee of CAD $50,936.

Certain registered dealers and other persons qualified to receive a finder’s fee (“Finders”) received, in relation to the Non-Brokered Offering: (i) a cash commission of CAD $10,260; and (ii) 27,000 warrants to purchase Common Shares exercisable for a period of 60 months from the Closing Date at an exercise price equal to CAD $0.47 per Common Share.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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 news release does not constitute an offer for Press Release sale of securities or a solicitation for offers to buy any securities. 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.

About Cotinga Pharmaceuticals Inc.Cotinga Pharmaceuticals is a clinical-stage pharmaceutical company that uses proprietary artificial intelligence technologies to pursue a targeted and transformational approach to treating cancer and other unmet medical needs. Cotinga’s CHEMSAS® technology is intended to accelerate the discovery and development of novel drug therapies, allowing the Company to build a pipeline of potential drug candidates faster and with a higher probability of success than traditional methods.

The Company’s lead compound, COTI‐2, has a novel p53‐dependent mechanism of action with selective and potent anti‐cancer activity.  P53 mutations occur in over 50% of all cancers.  COTI‐2 is initially being evaluated for the treatment of gynecologic cancers and head and neck squamous cell carcinoma in a Phase 1 clinical trial at the MD Anderson Cancer Center at the University of Texas and the Lurie Cancer Center at Northwestern University. The Company has secured orphan drug status in the United States for COTI‐2 for the treatment of ovarian cancer.  Preclinical data suggests that COTI-2 could dramatically improve the treatment of cancers with mutations in the p53 gene.

The Company’s second lead compound, COTI-219, is a novel oral small molecule compound targeting the mutant forms of KRAS without inhibiting normal KRAS function.  KRAS mutations occur in up to 30% of all cancers and represent a tremendous unmet clinical need and a desirable drug target. COTI-219 is undergoing IND-enabling studies to support a regulatory submission.

Follow @CotingaPharma on Twitter at http://twitter.com/CotingaPharma.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For more information, visit http://www.cotingapharma.com/ or contact:Alison SilvaPresident and CEOTel: 1-800-798-6860Email: asilva@cotingapharma.com

Notice to Readers:Information contained in this press release may contain certain statements which constitute “forward-looking statements” as such term is defined under applicable securities laws. Forward‐looking statements by their nature are not guarantees of future performance and are based upon management’s current expectations, estimates, projections and assumptions. For example, “Cotinga plans to use the net proceeds from the Offering to support the continued clinical development of COTI-2”, and, “provides the funds necessary to advance our lead asset, COTI-2, into clinical development as a combination therapy”, and, “these funds enable us to expand our ongoing Phase 1 trial to evaluate COTI-2 in combination with various standards-of-care in a wide spectrum of cancers”, and, “We expect to provide a clinical update on these efforts in the months ahead”, and, “We remain confident advancing COTI-2 will be a meaningful value-driver for both patients and shareholders” are forward-looking statements.  Cotinga operates in a highly competitive environment that involves significant risks and uncertainties, which could cause actual results to differ materially from those anticipated in these forward‐looking statements. Management of Cotinga considers the assumptions on which these forward‐looking statements are based to be reasonable, but as a result of the many risk factors, cautions the reader that actual results could differ materially from those expressed or implied in these forward-looking statements. Information in this press release should be considered accurate only as of the date of the release and may be superseded by more recent information disclosed in later press releases, filings with the securities regulatory authorities or otherwise. Except as required by law, Cotinga assumes no obligation to update forward-looking statements should circumstances or management's expectations, estimates, projections and assumptions change.