/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, Jan. 22, 2014 /CNW/ - iCo Therapeutics Inc. ("iCo" or the
"Company") (TSX-V: ICO) (OTCQX: ICOTF) is pleased to announce today
that the Company has priced its previously announced overnight marketed
offering of equity securities (the "Offering"). Pursuant to the
Offering, iCo will issue an aggregate of up to 16,206,483 units of the
Company ("Units") at a price of C$0.4165 per Unit for aggregate gross proceeds of approximately C$6.75 million.
Each Unit is comprised of one common share of the Company (a "Common
Share") and three-quarter of one common share purchase warrant (each
whole warrant, a "Warrant"). Each Warrant is exercisable at a price of
C$0.539 and entitles the holder thereof to acquire one common share of the
Company (a "Warrant Share") for a period of five years following the
closing of the Offering.
The Company has entered into an agency agreement with Euro Pacific
Canada Inc. in respect of sales under the Offering, with H.C.
Wainwright & Co., LLC being part of the selling group. H.C. Wainwright
& Co., LLC acted as lead U.S. placement agent. The selling group will
be paid a cash commission equal to 7.0% of the gross proceeds of the
Offering (except in respect of Units issued to certain specified
purchasers, in which case the cash commission will be reduced to 3.5%
or 2%, depending on the purchaser).
The Company intends to use the net proceeds of the Offering to finance
the iDEAL Study and for general and administrative expenses.
The Company has received conditional approval of the listing of the
Common Shares and the Warrant Shares on the TSX Venture Exchange
("TSX-V"). Listing will be subject to satisfying all of the
requirements of the TSX-V. The Company expects to close the Offering on
or about January 27, 2014, subject to satisfaction of customary closing
conditions, including, but not limited to, the receipt of all necessary
regulatory and stock exchange approvals, such as the final approval of
The Offering is to be effected in each of the provinces of British
Columbia, Alberta and Ontario by way of a prospectus supplement to
iCo's base shelf prospectus dated July 3, 2012 and elsewhere on a
private placement basis.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), or any state securities laws, and
accordingly, may not be offered or sold to, or for the account or
benefit of, persons in the United States or "U.S. persons," as such
term is defined in Regulation S promulgated under the U.S. Securities
Act ("U.S. Persons"), except in compliance with the registration
requirements of the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This press release
does not constitute an offer to sell or a solicitation of an offer to
buy any of the Company's securities to, or for the account or benefit
of, persons in the United States or U.S. Persons.
Copies of the prospectus supplement and the accompanying base shelf
prospectus relating to these securities are available under the
Company's profile on SEDAR at www.sedar.com.
About iCo Therapeutics
iCo Therapeutics in-licenses and redefines existing drug candidates or
generics by employing reformulation and delivery technologies for new
or expanded use indications. The Company has exclusive worldwide rights
to two drug candidates - iCo-007 for Diabetic Macular Edema (DME) and
iCo-008 for other sight-threatening diseases. iCo-007 is in Phase 2
clinical studies for DME. With Phase 2 clinical history, iCo-008 is
targeted for the treatment of keratoconjunctivitis and wet age-related
macular degeneration. In addition, iCo holds worldwide rights to an
oral drug delivery platform. The first platform candidate is the Oral
Amp B Delivery system, utilizing a known anti-fungal drug to treat
life-threatening infectious diseases. iCo trades on the TSX Venture
Exchange under the symbol "ICO" and the OTCQX under the symbol "ICOTF".
For more information, visit the Company website at: www.icotherapeutics.com.
No regulatory authority has approved or disapproved the content of this
release. Neither the TSX Venture Exchange nor its Regulatory Services
Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this
Forward Looking Statements
Certain statements included in this press release may be considered
forward-looking statements" within the meaning of applicable securities
laws. Forward-looking statements can be identified by words such as:
"anticipate," "intend," "plan," "goal," "seek," "believe," "project,"
"estimate," "expect," "strategy," "future," "likely," "may," "should,"
"will," and similar references to future periods and includes, but is
not limited to, statements about the timing of the closing of the
Offering, the satisfaction and timing of the receipt of required
regulatory approvals and other conditions to closing of the Offering,
the jurisdictions in which the Units will be offered and the intended
use of proceeds of the Offering. Such statements involve known and
unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from
those implied by such statements, and therefore these statements should
not be read as guarantees of future performance or results. All
forward-looking statements are based on iCo's current beliefs as well
as assumptions made by and information currently available to iCo and
relate to, among other things, anticipated financial performance,
business prospects, strategies, regulatory developments, market
acceptance and future commitments. Readers are cautioned not to place
undue reliance on these forward-looking statements, which are based
only on information currently available to iCo and speak only as of the
date of this press release. Due to risks and uncertainties, including
the risks and uncertainties identified by iCo in its public securities
filings and on its website, actual events may differ materially from
current expectations. iCo disclaims any intention or 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.
SOURCE: iCo Therapeutics Inc.
For further information:
Mr. John Meekison, CFO
604-602-9414 x 224
Michael Moore, Investor Relations