Cynapsus Therapeutics Inc. : Announces Proposed Public Offering in the United States, Listing on NASDAQ and Share Consolidati...
16 May 2015 - 7:33AM
Cynapsus Therapeutics Inc.
(TSX: CTH) (OTCQX: CYNAF)
announced today the filing of a registration statement with the US
Securities and Exchange Commission relating to a public offering in
the United States of its common shares and the filing of an
application to list on the NASDAQ Capital Market. The timing,
number of shares and price per share of the proposed offering have
not yet been determined. Cynapsus also announced an amendment to
the Company's articles to consolidate the issued and outstanding
common shares of the Company on the basis of one post-consolidation
common share for 16 pre-consolidation common shares to facilitate
the proposed listing on NASDAQ, as previously approved by the
shareholders of the Company.
BofA Merrill Lynch is acting as sole book-running manager for
the proposed offering, Nomura is acting as a lead manager and Noble
Life Science Partners is acting as co-manager.
A registration statement relating to these securities has been
filed with the Ontario Securities Commission and the Securities and
Exchange Commission under the multijurisdictional disclosure
system. The registration statement has not yet become effective.
These securities may not be sold nor may offers to buy be accepted
prior to the time that the registration statement becomes
effective. 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 state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The offering will be made outside of Canada
only by means of a prospectus. When available, copies of the
preliminary prospectus relating to the offering may be obtained by
investors, other than Canadian investors, by contacting BofA
Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus
Department, or via email, at dg.prospectus_requests@baml.com.
Any offering of the common shares in Canada will be made on a
private placement basis in accordance with available prospectus
exemptions.
About Cynapsus
Cynapsus is a specialty central nervous system
pharmaceutical company developing and preparing to commercialize a
Phase 3, fast-acting, easy-to-use, sublingual thin film for the
on-demand turning ON of debilitating OFF episodes associated with
Parkinson's disease.
Contact Information
Cynapsus Therapeutics
Anthony Giovinazzo
President and CEO
(416) 703-2449 x225
ajg@cynapsus.ca
Andrew Williams
COO & CFO
(416) 703-2449 x253
awilliams@cynapsus.ca
Forward-Looking Statements
This announcement contains "forward-looking statements" within
the meaning of applicable securities laws, including with respect
to the anticipated public offering and the listing of the common
shares on NASDAQ Capital Market. These forward-looking statements
include information about possible or assumed future results of our
business, financial condition, results of operations, liquidity,
plans and objectives. In some cases, you can identify
forward-looking statements by terminology such as "believe," "may,"
"estimate," "continue," "anticipate," "intend," "should," "plan,"
"expect," "predict," "potential," or the negative of these terms or
other similar expressions.
The statements we make regarding the following matters are
forward-looking by their nature and are based on certain of the
assumptions: our beliefs regarding the advantages of APL-130277 and
assumptions that others will share such beliefs; our expectations
regarding the commercialization of APL-130277, including
effectiveness of targeted sales efforts and the education of
members of our target market such as doctors, patients and payors
and our assumption that such persons will prescribe or use our
product once they understand the benefits; our belief that the
opportunity for APL-130277 outside the United States for PD
patients is substantial; our beliefs regarding the main competitors
for APL-130277; our belief that there is an unmet medical need and
market opportunity for APL-130277; our expectations regarding
regulatory approval in the United States and in other
jurisdictions, including the indications approved for our label for
APL-130277, and timing thereof; our expectation that APL-130277
will be able to follow the regulatory pathway set forth in Section
505(b)(2) of the FDCA; our plan to timely commence and/or complete
remaining trials and studies as required by the FDA and other
regulators, including our Phase 3 clinical trials and studies; our
belief that the current manufacturing capabilities of our partners
are sufficient to support the remaining clinical trial needs and
commercial launch of our product candidate; our beliefs regarding
frequency, types and severity of OFF episodes; our assumption that
two-thirds of patients that suffer OFF episodes suffer at least one
OFF episode per day; our expectations that our U.S. and foreign
patents will not expire early or prematurely; our ability to
successfully protect our intellectual property; our expectations
regarding future capital needs and funding requirements and our
assumption relating to current and future costs; and our ability to
otherwise successfully develop APL-130277 and any other product
candidates we may develop in the future; as well as the factors
identified in our public filings.
Furthermore, unless otherwise stated, the forward-looking
statements contained in this press release are made as of the date
of this press release, and we have no intention and undertake no
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.
Neither the TSX nor the OTCQX International has approved or
disapproved of the contents of this press release.
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