On September 22, 2022 Theralase Technologies Inc. ("Theralase" or the "Company") (TSXV: TLT) (OTCQB: TLTFF), a clinical stage pharmaceutical company focused on the research and development of light activated Photo Dynamic Compounds ("PDCs") and their associated drug formulations, used to destroy various cancers, bacteria and viruses, safely and effectively, reported that it has closed a non-brokered private placement offering ("Offering") of units ("Units") (Press release, Theralase, SEP 22, 2022, View Source [SID1234621543]). On closing, the Corporation issued an aggregate of 10,000,000 Units at a price of $0.25 per Unit for aggregate gross proceeds of approximately $2,500,000.
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Each Unit consisted of one common share of the Company ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant entitles the holder to acquire an additional Common Share at an exercise price of $0.35 per share for a period of 24 months following the date of issuance.
In connection with the Offering, the Company paid a finder’s fee of $10,167 in cash and 76,800 in Common Shares at a price of $0.25 per Common Share and issued 58,734 finder’s warrants. Each finder’s warrant is exercisable into one Common Share at an exercise price of $0.35 per share for a period of 24 months after the closing of the Offering.
The Company intends to use the proceeds of the Offering for the following:
Good Laboratory Practice ("GLP") Toxicology Study for Intravenous installation of Rutherrin intended for the treatment of Non Small Lung Cancer ("NSCLC") and Glio Blastoma Multiforme ("GBM")
Advancement of Phase II Non-Muscle Invasive Bladder Cancer ("NMIBC") clinical study
Working capital and general corporate purposes
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. 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, including the United States.
All securities issued under the Offering will be subject to a four month and one day hold period from the closing date under applicable Canadian securities laws, which expires on January 22, 2023. The Offering is subject to receipt of final acceptance from the TSX Venture Exchange.
Related Party Transactions
An aggregate of 2,400,000 Units, representing gross proceeds of $600,000, were issued to certain insiders of the Corporation. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange Policy 5.9, such insider subscriptions are a "related party transaction." The Corporation is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscriptions in reliance on section 5.5(b) of MI 61-101, as no securities of the Corporation are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Corporation is exempt from obtaining minority shareholder approval in connection with the insider subscriptions in reliance on section 5.7(1)(a) of MI 61-101 as the aggregate value of the insider subscriptions does not exceed 25% of the market capitalization of the Corporation. Due to the limited time between the launch and the close of the Offering, there will be less than 21 days between the date the Corporation files its material change report in respect of the Offering and the completion date of the Offering.