venBio Select Fund, L.P. acquires stake in Aurinia Pharmaceuticals Inc.
SAN FRANCISCO, CA, Feb. 18, 2014 /CNW/ - On February 14, 2014, venBio Select Fund, L.P. ("venBio") acquired 5,457,522 common shares (the "Shares") of Aurinia Pharmaceuticals Inc. (the "Company") representing approximately 17.44% of the issued and outstanding Shares on a non-diluted basis. The common shares were purchased pursuant to a private placement of units (the "Units"), which were issued on February 14, 2014 at a price of US$2.7485 per Unit. Each Unit consists of one common share and one-quarter (0.25) of a common share purchase warrant (a "Warrant"), exercisable for a period of five years from the date of issuance. Each Warrant entitles venBio to purchase one additional common share of the Company at a price of US$3.2204 per share.
In addition, in the event that the Company does not reduce the size of its board of directors to seven directors within 90 days following closing, an additional 0.1 Warrant will be issued for each Unit purchased by venBio for every additional 90 day period delay, up to a maximum of 0.35 Warrant per Unit. If the Company does not obtain approval to list its common shares on NASDAQ within 12 months following the closing, the Company has agreed to issue an additional 0.1 Warrant for each Unit purchased by venBio for every 90 day period delay, up to a maximum of 0.35 Warrant per Unit. All securities issued in connection with the Offering will be subject to a four month hold period from the date of issuance in accordance with applicable securities law, which expires on June 15, 2014 for the securities issued at closing.
venBio acquired the Units for investment purposes and may, depending on the evolution of the Company's business, financial condition, the market for the Company's securities, general economic conditions and other factors, increase or decrease its beneficial ownership control or direction over the Shares of the Company.
The Shares and the Warrants were issued to venBio in reliance on the prospectus exemption set out in section 2.10 of National Instrument 45-106 - Prospectus and Registration Exemptions.
This press release is issued pursuant to the early warning requirements of applicable Canadian securities laws which also requires an early warning report to be filed on SEDAR containing additional information with respect to the foregoing matters.
SOURCE venBio Select Fund, L.P.For further information:
For further information or a copy of the early warning report, please contact Kurt von Emster, Managing Director, venBio, at 418-800-0800 or visit www.sedar.com.