On December 20, 2021 IMV Inc. (NASDAQ: IMV; TSX: IMV), a clinical-stage company developing a portfolio of immune-educating therapies based on its novel DPX platform to treat solid and hematological cancers, reported the completion of a US$25 million long-term debt facility led by Horizon Technology Finance Corporation (Nasdaq: HRZN) ("Horizon") (Press release, IMV, DEC 20, 2021, View Source [SID1234597450]). IMV has drawn down US$15 million with an additional US$10 million to be made available upon achievement of a pre-set milestone.
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"This partnership with Horizon complements our recent US$25 million equity offering and strengthens our runway and flexibility as we continue to advance MVP-S and DPX-SurMAGE through their next set of clinical and regulatory milestones. We will also be able to continue exploring the versatility of our DPX technology platform," said Pierre Labbe, Chief Financial Officer of IMV. "Throughout this investment process, the Horizon team demonstrated understanding of both our business and the science."
"We are excited to support IMV’s efforts at such a pivotal time for the Company," said Gerald A. Michaud, President of Horizon. "This financing is in line with our strategy of investing in innovative life sciences and healthcare companies whose success will help to improve outcomes for patients and enhance public health more broadly."
US$15 million of the US$25 million facility was funded upon closing, of which CAD$4.5 million will be used to pay off IMV’s existing term loan with the government of Nova Scotia. The additional US$10 million available under the facility will be accessible upon IMV achieving a predetermined milestone. Proceeds from the facility will be used to support the ongoing clinical development of key investigational product candidates within IMV’s pipeline and for general working capital purposes.
In connection with this debt financing, IMV has agreed to issue Horizon warrants (the "Loan Warrants") to purchase up to 568,180 common shares of the Company (the "Shares") at an exercise price of US$1.32
per Share until December 17, 2031. 454,544 Loan Warrants have been issued on December 17, 2021, and the balance of 113,636 Loan Warrants is expected to be issued upon drawdown of the additional US$10 million available under the facility will be accessible upon IMV achieving a predetermined milestone. The Loan Warrants and the Shares issuable upon exercise thereof will be subject to a statutory hold period of four months following the issuance of the Loan Warrants in accordance with applicable securities laws. For the purpose of Toronto Stock Exchange ("TSX") approval, the Company is relying on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as NASDAQ, provided that the transaction is being completed in compliance with the requirements of such other recognized exchange.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws, or compliance with an exemption from such registration requirements. 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.