/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, March 27, 2018 /CNW/ - Phivida Holdings Inc. ("Phivida" or the "Company") (CSE: VIDA; OTCMKTS: PHVAF) announced today that it has entered into an agreement with a syndicate of underwriters, led by Canaccord Genuity Corp. (collectively, the "Underwriters"), pursuant to which the Underwriters will purchase, on a bought deal basis, an aggregate of 6,960,000 units (the "Units") of the Company at a price of $1.15 per Unit (the "Offering Price") for aggregate gross proceeds of approximately $8.0 million (the "Offering").
Each Unit will consist of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant will be exercisable to acquire one common share of the Company at an exercise price of $1.60 per Common Share for a period expiring 24 months after the closing of the Offering.
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 1,044,000 Units at the Offering Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering. The Underwriters may elect to exercise the over-allotment option to acquire additional Units, Common Shares and/or Warrants. If this option is exercised in full, an additional $1,200,600 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately $9.2 million. The Company intends to use the net proceeds from the Offering for expansion opportunities and general corporate purposes.
The Units will be offered by way of a short form prospectus to be filed in British Columbia, Alberta and Ontario and in certain offshore jurisdictions (provided that placement in such offshore jurisdictions does not give rise to the filing of a prospectus or registration statement or to any continuous disclosure obligations).
The Offering is expected to close on or about April 19, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including any approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the U.S. Securities Act as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
About Phivida Holdings Inc.
Celebrating Health and Wellness, In Harmony™, Phivida's mission is to lead the alternative health care sector as the benchmark standard in premium cannabinoid infused foods, beverages and clinical products. Using nanoencapsulation technology, Phivida converts phytocannabinoids into water soluble delivery format, enhancing bioavailability, and timed released within the body. Phivida's encapsulated cannabinoids are infused into functional beverages, foods and supplements containing a proprietary blend of phytonutraceuticals studied to target a range of health conditions, from chronic pain to terminal diseases. The World Anti-Doping Association's recent decision to lift its ban of CBD from hemp oil and the World Health Organization's recent statement supports the clinical benefits of CBD worldwide. Phivida is traded on the Canadian Securities Exchange as "VIDA".
For a list of Phivida's cannabinoid infused consumer products click here.
This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. 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. Although such statements are based on management's reasonable assumptions, the Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents, which can be found under the Company's profile on www.sedar.com. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Phivida's periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward- looking statements.
Although Phivida has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: the inability to complete the Offering on the timeline or on the terms set out herein, a change in the use of proceeds of the Offering, the inability to obtain the necessary regulatory and stock exchange approvals, changes in laws, a change in management, the inability to obtain additional financing, increased competition, hindering market growth and consumer adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and, regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Phivida disclaims any intention or obligation to update or revise such information, except as required by applicable law, and Phivida does not assume any liability for disclosure relating to any other company mentioned herein.