Resverlogix Corp. (TSX), a Calgary-based biotech company, has sold C$24.25 million of units to NGN Capital, in a PIPE transaction.
Resverlogix Corp. (“Resverlogix” or “Company”) (TSX: RVX) announced today that it has completed the first tranche of the private placement equity financing that was previously announced on April 6, 2009.
Under the terms and conditions of the Agreement for this first tranche of the financing Resverlogix has issued units (the “Units”) to the investors, which were led by NGN BioMed Opportunity II, L.P. (NGN), with each Unit comprising of one common share (a “Common Share”) and 0.40 of a purchase warrant (a “Warrant”) at a price of CDN $2.72 per Unit. Each whole Warrant entitles the holder to acquire for a period of five years an additional Common Share at a price of $2.72 per share. Resverlogix has issued 8,916,845 common shares and 4,175,229 warrants for gross proceeds of $24.25 million. Prior to the closing of the financing, the Company had 30,235,160 common shares of Resverlogix outstanding.
The securities to be issued under the offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. 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 any State in which such offer, solicitation or sale would be unlawful.
Related to this financing NGN will have one Board seat which will be taken by Peter Johann, Ph.D. and there is an option to access a second Board seat under certain circumstances. Dr. Peter Johann is a Managing General Partner of NGN Capital. He joined from Boehringer Ingelheim where he was the Division Head of Corporate Development. His responsibilities at Boehringer Ingelheim included strategic planning, strategic projects, M&A, business development and licensing. Prior to this Dr. Johann served at F. Hoffmann-La Roche as Global Business Leader where he led global business teams and was responsible for global marketing of oncology products as well as evaluation of pipeline products from internal and external sources.
In addition to the foregoing, NGN advises that as a result of its purchase of Units under the financing it owns, directly or indirectly, an aggregate of 3,334,163 Common Shares representing approximately 8.52% of the total issued and outstanding Common Shares, and 1,333,665 warrants which, if exercised in full by NGN, would result in NGN holding , directly or indirectly, 4,667,828 Common Shares in the aggregate, representing approximately 11.53% of the total issued and outstanding Common Shares of the Company on a pro-forma basis. NGN purchased the Common Shares for investment purposes. NGN may, in the future, take such actions in respect of its shareholdings in the Company as it may deem appropriate in light of the circumstances then existing, including (subject to any agreement with the Company) the purchase of additional shares or other securities of the Company through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market or in privately negotiated transactions to one or more purchasers.
NGN is a global healthcare venture capital investment firm. NGN has investment capabilities across a broad spectrum of healthcare segments, including drug products, medical devices, and healthcare services, with an emphasis on later-stage opportunities. NGN has offices in New York, NY, Heidelberg, Germany, and Greenwich, CT. More information on NGN can be found at www.ngncapital.com.
About Resverlogix Corp.
Resverlogix Corp. is a leading biotechnology company engaged in the development of novel therapies for important global medical markets with significant unmet needs. The NexVas(TM) PR program is the Company’s primary focus which is to develop novel small molecules that enhance ApoA-I. These vital therapies address the grievous burden of atherosclerosis and other important diseases such as Acute Coronary Syndrome, Diabetes, Alzheimer’s disease, Peripheral Artery Disease and other vascular disorders. Resverlogix Corp. trades on the Toronto Stock Exchange (TSX:RVX). For further information please visit www.resverlogix.com.