On August 18, 2020 DelMar Pharmaceuticals, Inc. (Nasdaq: DMPI) ("DelMar" or the "Company") reported that it has entered into definitive agreements with investors providing for the sale and issuance of up to 19,587 shares of its Series C Convertible Preferred Stock (the "Preferred Stock") at a purchase price of $1,000 per share in a private placement offering priced at-the-market under the rules of the Nasdaq Stock Market. The Preferred Stock is convertible into shares of DelMar common stock at a conversion price of $1.16 per share (Press release, DelMar Pharmaceuticals, AUG 18, 2020, View Source [SID1234563757]). The offering is expected to result in gross proceeds to DelMar of up to approximately $19.6 million.

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The private placement is expected to close concurrently with DelMar’s previously announced proposed merger with Adgero Biopharmaceuticals Holdings, Inc. ("Adgero") on or about August 19, 2020, subject to the satisfaction of customary closing conditions. Upon closing of the transactions, DelMar will change its name to "Kintara Therapeutics, Inc." and it is anticipated that the shares of common stock will commence trading on the Nasdaq Capital Market under the ticker symbol "KTRA."

The Company intends to use the net proceeds from the offering for the previously announced registration study for VAL-083 in newly diagnosed and recurrent glioblastoma multiforme (GBM), the 15-patient REM-001 confirmatory lead-in study intended to continue seamlessly into a full Phase 3 pivotal study for Cutaneous Metastatic Breast Cancer (CMBC), and for working capital. Also, as previously disclosed, the GBM trial will be executed through the Company’s partnership with Global Coalition for Adaptive Research (GCAR) through the Glioblastoma Adaptive Global Innovative Learning Environment (GBM AGILE) Study, an adaptive clinical trial platform in GBM.

The Preferred Stock accrues dividends payable in shares of DelMar common stock on the first four anniversaries of the closing of the private placement as long as the Preferred Stock has not been converted with percentages ranging from 10% in year one to 25% in year four.

The shares of Preferred Stock described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and, along with the common shares issuable upon their exercise or payable as dividends pursuant to the Preferred Stock, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.