On April 28, 2021 iCo Therapeutics Inc. ("iCo" or the "Company") (TSXV: iCo) (OTCQB: iCoTF) reported that it has closed its previously announced private placement (the "Financing") in connection with its proposed business combination with Satellos Bioscience Inc. ("Satellos") by way of a plan of arrangement (the "Arrangement") in accordance with Section 192 of the Canada Business Corporations Act (Press release, iCo Therapeutics, APR 28, 2021, View Source [SID1234578569]). The completion of the Arrangement will result in the reverse takeover of the Company as defined in the policies of the TSX Venture Exchange ("TSXV") and the resulting entity will continue to operate in the life sciences industry under the name "Satellos Bioscience Inc." (the "Resulting Issuer").

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Pursuant to the Financing, the Company issued 85,294,117 subscription receipts (the "Subscription Receipts") at a price of $0.085 per Subscription Receipt for aggregate gross proceeds of approximately C$7.25 million. Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of certain escrow release conditions, including without limitation, the completion of the Arrangement, and without payment of additional consideration, one common share of the Resulting Issuer (a "Resulting Issuer Share"). The proceeds from the Financing have been placed in escrow and, upon satisfaction of the escrow release conditions, will be used for research, development, and general corporate expenses of the Resulting Issuer.

The Resulting Issuer Shares issued in connection with the Financing will be subject to a hold period expiring 4 months and one day from the date of issuance in accordance with applicable Canadian securities laws. Additionally, in connection with the Financing, certain Resulting Issuer Shares issued to former shareholders of Satellos pursuant to the Arrangement will be subject to a lock-up agreement.

The Financing was led by Bloom Burton Securities Inc. and includes Richardson Wealth Ltd.