On November 17, 2023 Theralase Technologies Inc. ("Theralase" or the "Company") (TSXV: TLT) (OTCQB: TLTFF), a clinical stage pharmaceutical company dedicated to the research and development of light and/or radiation activated Photo Dynamic Compounds ("PDCs") used for the safe and effective destruction of various cancers, bacteria and viruses, reported that it has commenced a non-brokered private placement of units of the Company ("Units") to raise up to $CAN 1.5 M ("Offering") (Press release, Theralase, NOV 17, 2023, View Source [SID1234637859]).

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In the Offering, each Unit is priced at $CAN 0.22 and consists of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company ("Warrant Share") for a period of 60 months following the Closing Date (as defined herein) of the Offering at an exercise price of $CAN 0.28 per Warrant Share.

The Company plans to use the proceeds of the Offering to further the Phase II Non-Muscle Invasive Bladder Cancer ("NMIBC") clinical study currently underway and for working capital needs.

All securities issued under the Offering will be subject to a four months and one day hold period from the Closing Date under applicable Canadian and US securities laws.

The Offering is scheduled to close on or about the week of November 20, 2023 and is subject to the receipt of all necessary approvals, including the approval of the TSXV ("Closing Date").

The Offering is being made to accredited investor subscribers resident in each of the Provinces of Canada, pursuant to applicable private placement exemptions, in the United States or to, or for the account of, U.S. persons, on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D of the United States Securities Act of 1933, as amended or other available U.S. registration exemptions and offshore jurisdictions pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.

The Company agrees to pay a finder’s fee to eligible finders for subscribers, introduced by such finder, in connection with the non-brokered private placement, as follows:

A cash commission equal to 7% of the gross proceeds
Non-transferable finder warrants exercisable to acquire that number of Units equal to 5% of the total number of Units issued, at an exercise price of $CAN 0.22. Each finder warrant will be exercisable for one Share at $CAN 0.28 for a period of 60 months following the Closing Date.
No other fee or commission is payable by the Company in connection with the completion of the Private Placement.

The Company also announces that it has mutually terminated the recently announced brokered Listed Issuer Financing Exemption ("LIFE") financing with Research Capital Corporation.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States.