Toronto, Ontario–(Newsfile Corp. – June 13, 2023) – Neural Therapeutics Inc. (the “Company” or “Neural“) an ethnobotanical drug-discovery and development company announces it is undertaking a rights offering to raise gross proceeds of up to $1,184,080 (the “Rights Offering“) and a non-brokered private placement of up to $900,000 (“Concurrent Private Placement“).
Ian Campbell, CEO of Neural commented: “While the overall capital market conditions for junior life sciences companies continue to be volatile, we remain committed to advancing our business plan and preserving shareholder value. Securing the necessary funding remains our top priority and we are counting on the support of our shareholders to help us achieve this goal. We greatly appreciate everyone’s support and following to date and look forward to unveiling some of the initiatives that our team has been working on over the past few years.”
Pursuant to the Rights Offering, the Company will be offering 39,469,320 rights (the “Rights“) to holders (the “Shareholders“) of common shares in the capital of Neural (the “Neural Shares“) at the close of business on the record date of June 12, 2023 (the “Record Date“) on the basis of one (1) Right for each one (1) Neural Share held. Each one (1) Right will entitle the holder to subscribe for one Neural Share at the subscription price of $0.03 per Neural Share.
Upon completion of the Rights Offering and assuming all Rights are exercised, the Company will have 78,938,641 Neural Shares outstanding, of which Neural Shares issued under the Rights Offering represent 50%.
The Rights will expire at 5:00 p.m. (Toronto time) (the “Expiry Time“) on July 7, 2023 (the “Expiry Date“), after which time unexercised Rights will be void and of no value. Shareholders who fully exercise their Rights under the basic subscription privilege will be entitled to subscribe for additional Neural Shares, if available, as a result of unexercised Rights prior to the Expiry Time on the Expiry Date, subject to certain limitations as set out in the Company’s Rights Offering circular dated June 13, 2023 (the “Circular“), which will be filed on SEDAR under Neural’s profile at www.sedar.com, along with the Notice of Rights Offering on form 45-106F14 (the “Notice“). The Notice and the Rights DRS advice/subscription will be mailed to Shareholders in the Eligible Jurisdictions (as defined below) as of the Record Date on or about June 15, 2023. The Company expects to close the Rights Offering on or before July 7, 2023. The Rights will not be listed on any stock exchange trade or quotation board.
The Rights will be offered to Shareholders resident in all provinces and territories of Canada (the “Eligible Jurisdictions“). Registered Shareholders in the Eligible Jurisdictions who wish to exercise their Rights must forward the completed subscription form, together with the applicable funds, to the rights agent, Odyssey Trust Company (the “Rights Agent“), on or before the Expiry Time on the Expiry Date. Shareholders who own their Neural Shares through an intermediary, such as a bank, trust company, securities dealer, or broker, will receive materials and instructions from their intermediary.
Subject to the detailed provisions of the Circular, Rights certificates or DRS advises and subscription forms will not be mailed to Shareholders resident outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Company that they are eligible to participate in the Rights Offering and provide such evidence to the Company and the Rights Agent of the same.
The proceeds of the Rights Offering are expected to be used for working capital and general corporate purposes and administrative expenses.
Concurrent Private Placement
Concurrently with the Rights Offering, the Company intends to conduct the Concurrent Private Placement of up to 30,000,000 Neural Shares at a price of $0.03 per Neural Share for gross proceeds of up to $900,000.
Neural Shares offered pursuant to the Concurrent Private Placement will be offered to persons resident in Canada who qualify as “accredited investors” under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“) and may be offered to persons who reside outside of Canada who qualify under prospectus exemptions in those jurisdictions. In connection with the Concurrent Private Placement, the Company may pay finder’s fees and issue finder warrants to arm’s length finders, consisting of: (i) cash finder’s fees of up to 8% per cent of the gross proceeds of the Concurrent Private Placement; and (ii) finder warrants in an amount equal to up to 8% of the number of Neural Shares issued pursuant to the Concurrent Private Placement, exercisable at a price of $0.05 per Neural Share for a period of two years following the closing date.
Certain insiders, affiliates and associates (as those terms are defined under relevant securities legislation) of Neural may acquire Neural Shares pursuant to the Concurrent Private Placements but will not acquire any Neural Shares pursuant to the Rights Offering. All securities issued in connection with the Concurrent Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The proceeds of the Rights Offering and the Concurrent Private Placement are expected to be used for general corporate purposes and administrative expenses, and to fund the Company’s research and development programs.
Investment in securities of Neural shall be considered highly speculative and anyone considering purchasing such securities should consult their financial advisors and review the Company’s continuous disclosure record on www.sedar.com.
About Neural Therapeutics Inc.
Neural is a drug-discovery company focusing on plant-based active substances with the goal of delivering beneficial, over-the-counter dietary supplements and psychedelic-based therapeutic medicines to treat serious mental ailments where no significant treatment is available today. Neural’s key ingredient is mescaline derived from cacti. Neural has established a supply chain in Peru to source certain specimen of mescaline-containing cacti, such as the San Pedro cactus, and has applied for requisite permits with National Service for Forest and Wildlife or Servicio Nacional Forestal y de Fauna Silvestre (“SERFOR“), to permit it to collect wild species of cacti within Peru for research purposes. Neural is a reporting issuer in the Provinces of Ontario, British Columbia and Quebec.
Chief Executive Officer
CAUTIONARY DISCLAIMER STATEMENT: No securities regulatory authority has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to the Rights Offering and the Concurrent Private Placement, closing of the Rights Offering and the Concurrent Private Placement, use of proceeds from the Rights Offering and the Concurrent Private Placement, anticipated capitalization and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the inability to raise sufficient funds to conduct the Company’s business plan; failure to satisfy the conditions of the relevant securities regulators(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise such statements.
The Rights and Neural Shares (including the Neural Shares underlying the Rights and Neural Shares offered pursuant to the Concurrent Private Placement) have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration 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 nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.