On June 2, 2021 Pascal Biosciences Inc. ("Pascal" or the "Company") (TSXV:PAS) (OTC:BIMUF), a biotechnology company that specializes in cancer, cannabinoids, and Covid-19 reported the closing of the second tranche of the non-brokered private placement announced on November 2, 2020, January 19, 2021 and January 22, 2021 (the "Private Placement") (Press release, Pascal Biosciences, JUN 2, 2021, View Source [SID1234583388]). Participants included long-term shareholders, new shareholders, and Company insiders. "This financing will greatly help Pascal move our programs forward. It’s encouraging to see the confidence of our long term shareholders and we welcome our new shareholders", stated CEO Patrick Gray. "Mark van der Horst, our vice president of Corporate Communications, has done a great job of presenting the Pascal story, and we will continue to actively deliver positive messaging to investors."
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The second tranche consists of 1,900,000 units (each a "Unit") for gross proceeds of $190,000. The first tranche closed on February 8, 2021 and the Company issued 5,600,000 Units for gross proceeds of $560,000. Each Unit consists of one common share in the capital of the Company (each a "Share") and one Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one additional Share at a price of $0.15 per Share for a period of 24 months from the date of closing, subject to an exercise acceleration clause. Under the exercise acceleration clause, which the Company may exercise once the Units are free of resale restrictions and if the Company’s Shares are trading at or above a volume weighted average price of $0.40 for 10 consecutive trading days, the Warrants will expire upon 30 days from the date the Company provides notice in writing to the Warrant holders via a news release.
The Company paid $1,365 in finder’s fees related to the second tranche of the Private Placement.
Certain directors and officers of the Company acquired 1,255,000 Units under the Private Placement. Any such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by such persons, will exceed 25% of the Company’s market capitalization.
The proceeds from the sale of Units will be added to working capital in furtherance of the Company’s business.
The securities issued under the Private Placement are subject to a four-month and one day hold period. The private placement is subject to final acceptance by the TSX Venture Exchange upon filing of final documents.