On December 16, 2022 IMV Inc. ("IMV" or the "Company") (NASDAQ: IMV; TSX: IMV), a clinical-stage biopharmaceutical company advancing a portfolio of therapies based on the Company’s immune-educating platform, DPX, to potentially treat solid and hematologic cancers, reported that it has entered into definitive agreements for the sale of an aggregate of 3,448,276 common shares (or common share equivalents) (each, a "Share" and, collectively, the "Shares") and warrants to purchase up to an aggregate of 3,448,276 common shares (each, a "Warrant" and, collectively, the "Warrants") at a purchase price of US$2.61 per common share (or common share equivalent) and accompanying Warrant in a registered direct offering (the "Offering") priced at-the-market under the Nasdaq Capital Market (the "Nasdaq") rules (Press release, IMV, DEC 16, 2022, View Source [SID1234625354]). The Warrants have an exercise price of US$2.50 per share, are exercisable immediately, and will expire five years following their date of issuance.
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H.C. Wainwright & Co. is acting as the exclusive placement agent for the Offering.
The gross proceeds from the Offering to IMV, before deducting placement agent commissions and other offering expenses and excluding any proceeds that may be received upon exercise of the Warrants, are expected to be approximately US$9 million. IMV intends to use the net proceeds from the Offering to continue the clinical development of its lead product candidate, maveropepimut-S, in diffuse large B cell lymphoma (DLBCL), ovarian cancer, the completion of its ongoing basket trial and to continue the development of its proprietary drug delivery platform (DPX) and for general corporate purposes. The Offering is expected to close on or about December 20, 2022, subject to the satisfaction of customary closing conditions.
The Offering will be made pursuant to a registration statement on Form F-10 (File No. 333-266082), effective upon filing with the United States Securities and Exchange Commission (the "SEC") on July 25, 2022 (the "Registration Statement"), and the Company’s Canadian short form base shelf prospectus (the "Base Shelf Prospectus") dated July 22, 2022. IMV will offer and sell the securities in the United States only. No securities will be offered or sold to Canadian purchasers.
A prospectus supplement and accompanying Base Shelf Prospectus relating to the Offering and describing the terms thereof will be filed with the applicable securities commissions in Canada and with the SEC in the United States and will be available for free by visiting the Company’s profiles on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com or the SEC’s website at www.sec.gov, as applicable. Electronic copies of the prospectus supplement and accompanying Base Shelf Prospectus may be obtained, when available, upon request by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, or by calling (212) 856-5711 or by emailing [email protected].
For the purpose of Toronto Stock Exchange ("TSX") approval, the Company intends to rely 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