Canadian specialty pharmaceutical company Cynapsus Therapeutics Inc has registered with U.S. securities regulators and filed an application to list on the NASDAQ Capital Market. The timing, number of shares and price per share of the proposed offering have not yet been determined. Renaissance Capital has reported that the company is seeking to raise proceeds of up to US$60 million. Cynapsus, a Toronto-based maker of drugs to treat patients suffering from Parkinson’s disease, last month received almost $21 million in a financing deal led by U.S. venture capital firms OrbiMed Advisors, Aisling Capital and Venrock. It currently trades on the Toronto Stock Exchange.
Cynapsus Therapeutics Announces Proposed Public Offering in the United States, Listing on NASDAQ and Share Consolidation
May 15, 2015
Cynapsus Therapeutics Inc. announced today the filing of a registration statement with the US Securities and Exchange Commission relating to a public offering in the United States of its common shares and the filing of an application to list on the NASDAQ Capital Market. The timing, number of shares and price per share of the proposed offering have not yet been determined. Cynapsus also announced an amendment to the Company’s articles to consolidate the issued and outstanding common shares of the Company on the basis of one post-consolidation common share for 16 pre-consolidation common shares to facilitate the proposed listing on NASDAQ, as previously approved by the shareholders of the Company.
BofA Merrill Lynch is acting as sole book-running manager for the proposed offering, Nomura is acting as a lead manager and Noble Life Science Partners is acting as co-manager.
A registration statement relating to these securities has been filed with the Ontario Securities Commission and the Securities and Exchange Commission under the multijurisdictional disclosure system. The registration statement has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. 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, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering will be made outside of Canada only by means of a prospectus. When available, copies of the preliminary prospectus relating to the offering may be obtained by investors, other than Canadian investors, by contacting BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, or via email, at firstname.lastname@example.org. Any offering of the common shares in Canada will be made on a private placement basis in accordance with available prospectus exemptions.
Cynapsus is a specialty central nervous system pharmaceutical company developing and preparing to commercialize a Phase 3, fast-acting, easy-to-use, sublingual thin film for the on-demand turning ON of debilitating OFF episodes associated with Parkinson’s disease.
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This announcement contains “forward-looking statements” within the meaning of applicable securities laws, including with respect to the anticipated public offering and the listing of the common shares on NASDAQ Capital Market. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions.
The statements we make regarding the following matters are forward-looking by their nature and are based on certain of the assumptions: our beliefs regarding the advantages of APL-130277 and assumptions that others will share such beliefs; our expectations regarding the commercialization of APL-130277, including effectiveness of targeted sales efforts and the education of members of our target market such as doctors, patients and payors and our assumption that such persons will prescribe or use our product once they understand the benefits; our belief that the opportunity for APL-130277 outside the United States for PD patients is substantial; our beliefs regarding the main competitors for APL-130277; our belief that there is an unmet medical need and market opportunity for APL-130277; our expectations regarding regulatory approval in the United States and in other jurisdictions, including the indications approved for our label for APL-130277, and timing thereof; our expectation that APL-130277 will be able to follow the regulatory pathway set forth in Section 505(b)(2) of the FDCA; our plan to timely commence and/or complete remaining trials and studies as required by the FDA and other regulators, including our Phase 3 clinical trials and studies; our belief that the current manufacturing capabilities of our partners are sufficient to support the remaining clinical trial needs and commercial launch of our product candidate; our beliefs regarding frequency, types and severity of OFF episodes; our assumption that two-thirds of patients that suffer OFF episodes suffer at least one OFF episode per day; our expectations that our U.S. and foreign patents will not expire early or prematurely; our ability to successfully protect our intellectual property; our expectations regarding future capital needs and funding requirements and our assumption relating to current and future costs; and our ability to otherwise successfully develop APL-130277 and any other product candidates we may develop in the future; as well as the factors identified in our public filings.
Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX nor the OTCQX International has approved or disapproved of the contents of this press release.
Photo courtesy of Reuters/Brendan McDermid