Toronto, Ontario–(Newsfile Corp. – July 14, 2023) – Neural Therapeutics Inc. (the “Company” or “Neural“), an ethnobotanical drug-discovery and development company, is pleased to announce that it has closed its previously announced rights offering which expired on July 7, 2023 (the “Rights Offering“).
In connection with the closing of the Rights Offering, the Company issued 5,595,992 common shares in the capital of Neural (the “Neural Shares“) at the subscription price of $0.03 per Neural Share for total gross proceeds of approximately $167,880. The Company received subscriptions for 2,070,063 Neural Shares pursuant to the basic subscription privilege and 3,525,929 Neural Shares pursuant to the additional subscription privilege. The total number of issued and outstanding Neural Shares upon completion of the Rights Offering is 45,065,312.
Ian Campbell, CEO of Neural commented: “We thank all the participants in the Rights Offering for their support and confidence in Neural. The funds in the Rights Offering will help us to strengthen our balance sheet and advance our mission of battling the mental health and addiction epidemic. We continue to work towards completing the concurrent private placement and invite any investors who qualify as accredited investors to participate. Together we can make strides in unlocking the secrets of ancient civilizations in solving modern day healthcare challenges.”
To the knowledge of the Company, after reasonable inquiry, no directors, officers and insiders of the Company purchased Neural Shares pursuant to the Rights Offering. To the knowledge of the Company, after reasonable inquiry, no person became a new shareholder holding more than 10% of the Neural Shares upon closing of the Rights Offering.
The proceeds of the Rights Offering are expected to be used for working capital and general corporate purposes and administrative expenses.
The Company has received a number of subscriptions for its private placement (“Private Placement“) that was announced in the Company’s press releases dated June 20, 2023 and June 13, 2023 and continues to work towards closing. The Company will provide further updates in regard to the anticipated closing date of the concurrent Private Placements by way of a press release.
Neural Shares offered pursuant to the 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 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 Private Placement; and (ii) finder warrants in an amount equal to up to 8% of the number of Neural Shares issued pursuant to the Private Placement, exercisable at a price of $0.05 per Neural Share for a period of two years following the closing date of the Private Placement.
Certain insiders, affiliates and associates (as those terms are defined under relevant securities legislation) of Neural may acquire Neural Shares pursuant to the Private Placements. All securities issued in connection with the 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 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
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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 Private Placement, closing of the Private Placement, use of proceeds from the Rights Offering and the 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.