/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Aug. 4, 2015 /CNW/ - ProMIS Neurosciences, Inc. announces that on July 31, 2015 it closed the second and final tranche of the non-brokered Private Placement announced May 22nd (the Offering) and approved at the Company's Annual and Special Shareholder Meeting of June 29th.
Including the final closing of the Offering, a total of 83,333,333 common shares of ProMIS Neurosciences (Shares) at $0.03 per share were issued for gross proceeds of CDN $2,500,000. Commenting on the completion of the Private Placement, Eugene Williams, Executive Chairman stated: "with the fully subscribed private placement raising CDN $2.5 MM, we now have the resources to push forward our development plans for precision medicine solutions to address the challenges of Alzheimer's disease".
In connection with the Offering, ProMIS Neurosciences may pay to finders a fee of up to 7% of the gross proceeds of the subscription amounts. All securities issued in connection with the Offering are subject to a four month hold period from the date of issuance in accordance with applicable securities law.
The Company also reports that it has granted 2,219,283 stock options to each of its three senior executives, Eugene Williams (Executive Chairman), Dr. Elliot Goldstein (President and CEO) and Dr. Neil Cashman (Chief Scientific Officer). All stock options are exercisable at $0.065 per share and expire in 10 years, with 25% of the options vesting immediately and the remaining vesting in equal monthly installments over 36 months. The Company also issued 1,288,850 common shares to the former CEO in connection with a settlement.
The foregoing securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirement of such Act. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Finally, the Corporation reports that the following matters were voted upon and passed by the Shareholders of the Corporation at the Annual and Special Meeting of the Corporation held on June 29, 2015:
1.The following directors were elected, with the voting results for each nominee below:
Neil Cashman, for17,027,176, withheld 344,100;
Dr. Elliot Goldstein, for 16,632,176, witheld 739,100;
Patrick D. Kirkwin, for 17,037,176, witheld 334,100;
Johannes Roth, for 13,575,826, witheld 3,795,450;
Eugene Williams, for 16,637,176, witheld 734,100;
William Wyman for 17,037,176, witheld 334,100.
2. PricewaterhouseCoopers, Chartered Accountants, were re-appointed auditor of the
Corporation. Shares voted by proxy represented 17,951,781votes for and 66,100 votes withheld.
3.The special resolution to amend the Articles of the Corporation to change the name of the Corporation from "Amorfix Life Sciences Ltd." to "ProMIS Neurosciences Inc." was passed. Shares voted by proxy represented 17,858,678 votes for and 159,202 against.
4.The resolution of the disinterested shareholders to approve the Private Placement was passed. Shares voted by proxy represented 10,774,742 votes for and 560,890 against. In addition, there were, 6,035,644 votes of Insiders, which were not counted in the tally of the votes cast on this resolution.
5.The resolution of the disinterested shareholders to approve the amendment to and continuation of the Stock Option Plan was approved. Shares voted by proxy represented 7,921,372 votes for and 828,890 votes against. In addition, there were 8,621,014 votes of Insiders, which were not counted in the tally of the votes cast on this resolution.
About ProMIS Neurosciences Inc.
Harnessing the power of precision medicine to conquer Alzheimer's disease.
The company's mission is to discover and develop precision medicine solutions for early detection and effective treatment of neurodegenerative diseases, in particular Alzheimer's disease (AD) and amyotrophic lateral sclerosis (ALS).
ProMIS Neurosciences utilizes its computational discovery platform, ProMISTMto predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins. Using this 'Precision Medicine' approach, ProMIS Neurosciences is developing novel antibody therapeutics and specific companion diagnostics for Alzheimer's disease and ALS. ProMIS Neurosciences 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. In addition, Amorfix owns the exclusive rights to the Genus patent relating to misfolded SOD1 in ALS, and currently has a preclinical monoclonal antibody therapeutic directed against this target. For further information please consult the Company's website at: www.promisneurosciences.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 ProMIS Neurosciences Inc.
For further information: Dr. Elliot Goldstein, President and CEO, ProMIS Neurosciences Inc., Tel: (415) 341-5783, Fax: (416) 847-6899, [email protected]; Warren Whitehead, Chief Financial Officer, ProMIS Neursociences Inc., Tel: (416) 644-7358, Fax: (416) 847-6899, [email protected]