On November 14, 2024 Defence Therapeutics Inc. ("Defence" or the "Company"), (CSE:DTC, OTCQB: DTCFF, FSE: DTC) a Canadian biopharmaceutical company developing radiopharmaceuticals and ADC products using its proprietary platform and drug delivery technologies in addition to novel immune-oncology vaccines, reported that it offers new unsecured convertible debentures (the "New Debentures") for aggregate gross proceeds of up to CAD$1,570,000 (the "Offering") in consideration for the settlement of the principal amounts owing to holders of the Previous Debentures (as defined below) (the "Outstanding Debt") (Press release, Defence Therapeutics, NOV 14, 2024, View Source;utm_medium=rss&utm_campaign=defence-therapeutics-announces-securities-for-debenture-financing [SID1234648440]).
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The New Debentures will be issued on a non-brokered private placement basis, bear interest at the rate of 8.0% per annum, be subject to a Conversion Event (as defined below), and mature on November 16, 2025 (the "Maturity Date"). Each New Debenture is unsecured and rank pari passu in right of payment of principal and interest with all the existing and future unsecured indebtedness of the Company. The principal amount of each New Debenture is convertible at the option of the holder into common shares in the capital of the Company (the "Common Shares") at a price of $0.60 per Common Share at any time up to and including the Maturity Date (the "Conversion Event"). Assuming each New Debentures holder exercises their respective Conversion Event, the Company would issue an aggregate total of 2,616,666 Common Shares to the holders thereof.
The Outstanding Debt was incurred in connection with the Previous Debentures that were underlying previously issued units of the Company (the "Units") at a price of $1,000 per Unit on November 16, 2022. Each Unit consisted of: (i) one $1,000 principal amount 8.0% convertible debenture (the "Previous Debenture"), and (ii) 636 common share purchase warrants.
Upon closing of the Offering, their will be no Previous Debentures outstanding; and concurrent with the closing of the Offering, the total accrued interest owing on the Previous Debentures in the amount of approximately $251,200 will be settled via the conversion of such outstanding amount into Common Shares at a price per share equal to the closing market price of the Common Shares as of the trading day prior to such issuance, and in accordance with the terms and conditions of the Previous Debentures.
All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation. The closing of the Offering and issuance of the New Debentures and the Common Shares to settle outstanding interest owing from the Previous Debentures are subject to receipt of all necessary regulatory and corporate approvals, including but not limited to approval from the Canadian Securities Exchange.