NurExone Biologic Closes Final Tranche of Non-Brokered Private Placement and Provides Corporate Update
TORONTO and HAIFA, Israel, Nov. 01, 2024 (GLOBE NEWSWIRE) -- NurExone Biologic Inc. (TSXV:NRX), (OTCQB:NRXBF), (Germany: J90) (the "Company" or "NurExone"), a biopharmaceutical company developing exosome-based therapies for the multi-billion dollar regenerative medicinei market, is pleased to announce, further to its press release dated September 26, 2024 (the "September 26 Release"), the closing of the final tranche of its previously announced non-brokered private placement (the "Offering") for gross proceeds of $127,499.90 ("Tranche 2"). In the Offering, the Company raised aggregate gross proceeds of $1,737,647.45 through the issuance of 3,159,359 Units. Capitalized terms not otherwise defined herein have the meanings attributed to them in the September 26 Release.
"We are delighted with the success closing of our Private Placement and deeply appreciate the support and trust from our investors and shareholders. The funds raised will help advance our asset development, support working capital, and cover general corporate purposes," said Dr. Lior Shaltiel, CEO of NurExone.
Pursuant to Tranche 2, the Company issued 231,818 Units at a price of $0.55 per Unit for gross proceeds of $127,499.90. Each Unit consisted of one Common Share and Warrant. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.70 per Common Share for a period of 36 months, subject to acceleration. If the daily volume weighted average trading price of the Common Shares on the TSXV for any period of 10 consecutive trading days equals or exceeds $1.05, the Company may, upon providing an Acceleration Notice, accelerate the expiry date of the Warrants to a date not less than 30 days following the date of the Acceleration Notice. If the Warrants are not exercised by the applicable accelerated expiry date, the Warrants will expire and be of no further force or effect.
All securities issued under Tranche 2 are subject to receipt of all necessary regulatory approvals, including from the TSXV, and all securities issued thereunder will be subject to a statutory hold period of four months and one day from the closing of the Offering. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Related Party Transaction
James A. Richardson, a director of the Company, (the "Participating Insider") participated in the Offering and acquired an aggregate of 50,000 Units. The participation of the Participating Insider in the Offering constitutes a "related party transaction", as such term is defined in MI 61-101. In completing the Offering, the Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the Participating Insider's participation in the Offering did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
The Company filed a material change report on October 7, 2024 announcing the Offering, closing of the initial tranche of the Offering and indicating that the Offering may constitute a "related party transaction"; however, at the time of filing, the participation of the Participating Insider was not known. Further details will be included in a material change report to be filed by the Company.
Corporate Update
In addition, the Company announces that, subject to TSXV approval, the Company has retained the services of Independent Trading Group ("ITG") and Oak Hill Financial Inc. ("Oak Hill") to provide market-making, business, and capital markets advisory services to the Company in accordance with TSXV policies.
Independent Trading Group
ITG will trade the Company's securities on the TSXV and other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the Common Shares. In consideration of the services provided by ITG, the Company will pay ITG a monthly service fee of $5,000. The agreement is for an initial term of one month and renewable thereafter. The agreement may be terminated by either party with 30 days' notice. There are no performance factors contained in the agreement and ITG will not receive shares or options as compensation. ITG and the Company are unrelated and unaffiliated entities and at the time of the agreement, ...
