Amorfix Announces Private Placement
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, May 22, 2015 /CNW/ - Amorfix Life Sciences Ltd. (Amorfix or the Company) announced today that it intends to complete, subject to regulatory and shareholder approvals, a non-brokered private placement of a minimum of 50,000,000 shares up to a maximum of 83,333,333 shares at a price of $ 0.03 per common share of Amorfix for gross proceeds of a minimum Cdn $1,500,000 up to Cdn $2,500,000. . There will be no warrants attached to this offering. In connection with this Offering, Amorfix may pay finder fees of up to 7% of the gross proceeds. It is anticipated that insiders will be participating as part of this Offering.
Following on from the Company's March 16th, 2015 announcement to seek strategic alternatives to develop its business, and after careful consideration of various financing vehicles, the Board of Directors has decided to re-launch the Company with a clear focus on neurodegenerative diseases, in particular Alzheimer's disease and amyotrophic lateral sclerosis (ALS). Accordingly, in addition to paying off outstanding debt, the net proceeds of this financing will be used to: generate new Intellectual Property (IP) allowing future development of specific diagnostics and therapeutics for neurodegenerative disease, continue support and maintenance of existing IP, engage an experienced senior management team and for general corporate purposes.
"This financing will allow us to re-launch Amorfix based on recent and significant scientific discoveries in the field of neurodegenerative disease", said William Wyman, Amorfix Chairman of the Board of Directors. "The Company's strong science foundation under the continuing leadership of Dr. Neil Cashman, particularly in the field of misfolded proteins, and a new management team with deep and broad experience, bode well for this re-launch of Amorfix as a potential leader in the development of precision medicines for neurodegenerative disease".
All securities issued in connection with this offering will be subject to a four month hold period from the date of issuance in accordance with applicable securities law. The closing of the Offering is subject to receipt of both TSX approval and shareholder approval.
If any insiders of the Company participate in the Private Placement, any such subscription (the "Insider Participation") will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). Amorfix intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any Insider Participation. Currently, the Company expects $400,000 or more in Insider Participation.
About Amorfix
Amorfix Life Sciences Ltd. (TSX: AMF) is an early-stage company developing specific diagnostics and antibody therapeutics targeting misfolded proteins in neurodegenerative disease. Amorfix utilizes its computational discovery platform, ProMISTM, to predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins. Using this 'Precision Medicine' approach, Amorfix is developing novel antibody therapeutics and specific companion diagnostics for Alzheimer's disease and ALS. In addition, Amorfix has developed two proprietary technologies to specifically identify very low levels of misfolded proteins in a biological sample: Epitope ProtectionTM and AMFIATM, an ultra-sensitive dual-bead immunoassay. Use of these technologies has generated a cerebrospinal fluid (CSF) screening test for Alzheimer's disease (AD), and an ultra-sensitive method for detecting the hallmark of AD, aggregated beta-Amyloid, in brain tissue, CSF and blood from animal models of AD. For further information about Amorfix, please visit www.amorfix.com.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release may contain certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Amorfix Life Sciences Ltd.
Dr. Robert Gundel, President and Chief Executive Officer, Amorfix Life Sciences Ltd., Tel: (416) 847-6957, Fax: (416) 847-6899, [email protected]; Warren Whitehead, Chief Financial Officer, Amorfix Life Sciences Ltd., Tel: (416) 644-7358, Fax: (416) 847-6899, [email protected]
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