/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
LONDON, ON, Feb. 4, 2021 /CNW/ - Sernova Corp.
("Sernova" or the "Company") (TSX-V: SVA) (OTCQB: SEOVF) (FSE:
PSH), a leading clinical-stage regenerative medicine
therapeutics company, is pleased to announce that it has entered
into an amendment (the "Amendment") to its previously
announced agreement with Canaccord Genuity Corp. and Leede Jones
Gable Inc., as co-lead underwriters (together, the
"Underwriters"), pursuant to which the Underwriters have
agreed to increase the size of the previously announced bought deal
financing. Pursuant to the Amendment, the Underwriters have agreed
to purchase, on a bought deal basis pursuant to the filing of a
short form prospectus, an aggregate of 16,700,000 units of the
Company (the "Units") at a price of C$1.20 per Unit for gross proceeds to the
Company of approximately C$20,040,000
(the "Offering").
The Company has granted the Underwriters an option (the
"Over-allotment Option"), exercisable in part or in whole at
the Underwriters' discretion, at any time until thirty (30) days
following the Closing Date, to purchase up to the number of
additional Units equal to 15% of the aggregate number of Units sold
in the Offering to cover over-allotments, if any.
All other terms of the Offering remain consistent with the
Company's previous announcement on February
3, 2021.
The net proceeds of the Offering will be used to advance the
Company's clinical development program, including its US Phase I/II
Cell Pouch clinical trial, expand Sernova's research and
development programs, including our local immune protection
technologies for the Cell Pouch, as well as for working capital and
general corporate purposes.
The Offering will be completed (i) by way of a short form
prospectus to be filed in those provinces of Canada other than Quebec as the Underwriters and the Company may
designate 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 Offering is expected to close on February 24, 2021 and is subject to certain
customary conditions including the approval of the TSX Venture
Exchange and applicable securities regulatory authorities.
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.
About Sernova Corp.
Sernova is developing regenerative medicine therapeutic
technologies using a medical device and immune protected
therapeutic cells (i.e. human donor cells, corrected human cells,
and stem cell-derived cells) to improve the treatment and quality
of life of people with chronic metabolic diseases such as
insulin-dependent diabetes, blood disorders including hemophilia,
and other diseases treated through replacement of proteins or
hormones missing or in short supply within the body. For more
information, please visit www.sernova.com.
Neither 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 press release.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains 'forward-looking information'
within the meaning of applicable Canadian securities legislation.
These statements relate to future events or future performance. The
use of any of the words "could", "intend", "expect", "believe",
"will", "projected", "estimated" and similar expressions and
statements relating to matters that are not historical facts are
intended to identify forward-looking information and are based on
Sernova's current belief or assumptions as to the outcome and
timing of such future events. Forward looking information in this
press release includes information with respect to the Offering,
including the timing and ability of the Company to close the
Offering, receipt of all regulatory and stock exchange approvals,
the intended use of proceeds by the Company and the exercise of the
Over-allotment Option by the Underwriters. Forward-looking
information is based on reasonable assumptions that have been made
by Sernova at the date of the information and is subject to known
and unknown risks, uncertainties, and other factors that may cause
actual results or events to differ materially from those
anticipated in the forward-looking information. Examples of such
risk factors include: the inability of the Company to close the
Offering or to obtain all necessary Exchange and regulatory
approvals; credit; market (including equity, foreign exchange and
interest rate); liquidity; operational (including technology and
infrastructure); reputational; insurance; strategic; regulatory;
legal; environmental; capital adequacy; the general business and
economic conditions in the regions in which the Company operates;
the ability of the Company to execute on key priorities, including
the successful development of its product candidates, and strategic
plans and to attract, develop and retain key executives; the
ability to implement business strategies and pursue business
opportunities; disruptions in or attacks (including cyber-attacks)
on the Company's information technology; the failure of third
parties to comply with their obligations to the Company or its
affiliates; the impact of new and changes to, or application of,
current laws and regulations governing the Company's business;
dependence on key suppliers; granting of permits and licenses;
increased competition; changes in foreign currency rates; increased
funding costs and market volatility due to market illiquidity and
competition for funding; the availability of funds and resources to
pursue operations; critical accounting estimates and changes to
accounting standards, policies, and methods used by the Company;
the occurrence of natural and unnatural catastrophic events and
claims resulting from such events; risks related to COVID-19
including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, nonessential business
closures, quarantines, self-isolations, shelters-in-place and
social distancing, disruptions to markets, economic activity,
financing, supply chains and sales channels, and a deterioration of
general economic conditions including a possible national or global
recession; as well as those risk factors disclosed under the
heading "Risk and Uncertainties" in the Company's annual MD&A
(dated February 1, 2021) for the
years ended October 31, 2020 and
2019, which has been filed on SEDAR and is available under the
Company's profile at www.sedar.com. Given these risks,
uncertainties and assumptions, you should not unduly rely on these
forward-looking statements. The forward-looking information
contained in this press release is made as of the date hereof, and
Sernova is not obligated to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws. The
foregoing statements expressly qualify any forward-looking
information contained herein.
www.sernova.com
SOURCE Sernova Corp.
