MISSISSAUGA, ON, April 1, 2014 /CNW/ - Nuvo Research Inc. (TSX:NRI), (the "Company"), a specialty pharmaceutical company with a diverse portfolio of topical and immunology products, is pleased to announce the closing of a non-brokered private placement (the "Private Placement"), pursuant to which an aggregate of 1,390,000 units of the Company were issued at a price of $2.25 per unit, raising gross proceeds of approximately $3,127,500. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant of the Company. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $3.00 for a 24-month period, subject to acceleration at the option of the Company in the event that the ten-day volume weighted share price for the Company's common shares is equal to or exceeds $3.50 on the Toronto Stock Exchange ("TSX") at any time during the warrant term. First Republic Capital Corporation ("First Republic") was the primary finder of the participants in the offering.
Certain officers of the Company participated in the Private Placement and acquired 67,768 Units on the same terms as the other purchasers. The participation by the officers in the Private Placement constitutes a "related party transaction" under Multilateral Instrument 61-101 and is exempt from the minority approval and valuation requirements under such instrument.
In connection with the Private Placement, a finder's fee was paid consisting of (a) a 6% cash commission on the gross proceeds raised under the private placement relating to purchasers introduced by the finders, and (b) broker warrants to purchase Units at a price of $2.54 per Unit equal to 6% of the number of Units relating to purchasers introduced by the finders.
"This financing allows us to further advance our immunology program and provides us a stronger balance sheet going forward," said Dan Chicoine, Nuvo's Chairman and Co-CEO. "We will now be in a much stronger cash position when we obtain the results of our Phase 2 study of WF10 for the treatment of allergic rhinitis expected in Q4 this year."
The gross proceeds raised from the Private Placement will be used by the Company to further advance the development of the WF10 program for allergic rhinitis, and for working capital and general corporate purposes.
The securities issued under the Private Placement are subject to a hold period expiring on August 1, 2014.
About Nuvo Research Inc.
Nuvo (TSX:NRI) is a specialty pharmaceutical company focused on improving patient's lives by developing and commercializing innovative products that address unmet medical needs. The Company has a diverse portfolio of products in the areas of topical pain and immunology.
Nuvo's marketed products include Pennsaid (a topical treatment for the signs and symptoms of osteoarthritis of the knee), Pennsaid 2% (a topical treatment for the pain of osteoarthritis of the knee), Pliaglis (a topical local anesthetic) and the heated lidocaine/tetracaine patch (HLT Patch). For additional Company information visit www.nuvoresearch.com.
Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to the Company's anticipated use of proceeds from the Private Placement, the Company's future share price and the Company's possible election to accelerate the expiry date of any of the warrants or the brokers warrants and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include the failure to obtain final TSX approval of the Private Placement, general business and economic uncertainties and adverse market conditions as well as other risk factors included in the Company's Annual Information Form dated February 20, 2014 under the heading "Risks Factors" and as described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The factors underlying current expectations are dynamic and subject to change. Although the forward-looking information contained in this news release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this news release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this news release and except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE: Nuvo Research Inc.
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