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TORONTO, March 13,
2023 /CNW/ - Khiron Life Sciences Corp.
("Khiron" or the "Company") (TSXV: KHRN) (OTCQX:
KHRNF) is pleased to announce that it has launched an overnight
marketed public offering (the "Offering") of the Company's
units (each, a "Unit"). Each Unit will consist of one common
share of the Company (each, a "Unit Share") and one common
share purchase warrant of the Company (each, a "Unit
Warrant"), with each Unit Warrant being exercisable to acquire
one Common Share (each, a "Warrant Share") for a period of
24 months following the closing date of the Offering.
The Offering will be conducted on a best efforts agency basis by
Canaccord Genuity Corp. (the "Agent"), as agent and sole
bookrunner. The Offering will be priced and sized in the context of
the market, with such terms including the offering price of the
Units and the exercise price of the Warrants ("Warrant Exercise
Price") to be determined at the time of entering into an agency
agreement for the Offering.
The Agent will be granted an option (the "Over-Allotment
Option") to purchase up to an additional 15% of the Units
offered pursuant to the Offering on the same terms and conditions
for a period of 30 days following and including the closing date of
the Offering. The Over-Allotment Option may be exercised by the
Agent to acquire Units, Unit Shares and/or Unit Warrants.
The Company will apply to list the Unit Shares and the Warrant
Shares to be issued upon exercise of the Unit Warrants on the TSX
Venture Exchange (the "TSXV"). Listing will be subject to
the Company fulfilling all of the requirements of the TSXV.
The net proceeds of the Offering will be used for general
corporate and working capital purposes. Closing of the Offering
will be subject to a number of customary conditions including, but
not limited to, receipt of all necessary regulatory approvals and
stock exchange approvals, including approval of the TSXV and the
entering into of an agency agreement with the Agent.
The Offering is being made in each of the provinces of
Canada except Québec, and in
the United States on a private
placement basis pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act").The Units will be
offered in each such jurisdiction through the Agent or its
affiliates who are registered to offer the Units for sale in such
jurisdiction and such other registered dealers as may be designated
by the Agent. Subject to applicable law, the Agent may offer the
Units in such other jurisdictions outside of Canada and the
United States as agreed between the Company and the
Agent.
The Offering is expected to close on or about March 21, 2023, subject to the satisfaction of
customary closing conditions and the receipt of regulatory
approvals, including the approval of the TSXV. There can be no
assurance as to whether or when the Offering may be completed, or
as to the actual size or specific terms of the Offering.
The Offering will be conducted pursuant to a prospectus
supplement to the Company's existing Canadian base shelf prospectus
dated May 21, 2021 (the "Shelf
Prospectus") filed with the securities regulatory authority in
each of the provinces and territories of Canada.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Units in the United States or to U.S. persons. The
Units to be issued in connection with the Offering have not been
and will not be registered under the U.S. Securities Act or any
state securities laws and may not be offered or sold within
the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
A copy of the Shelf Prospectus can be found on SEDAR at
www.sedar.com.
The securities offered in the Offering have not been and will
not be registered under the U.S. Securities Act or the securities
laws of any state of the United
States and may not be offered or sold absent such
registration or an applicable exemption from such registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of the Units in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.
The securities referenced herein have not been approved or
disapproved by any regulatory authority.
In addition, the Company intends to amend the terms of (i)
30,705,000 common share purchase warrants of the Company which were
issued pursuant to an underwritten overnight marketed public
offering completed on June 10, 2022
(the "2022 Warrants"), and (ii) 27,435,000 common share
purchase warrants of the Company which were issued pursuant to an
overnight marketed public offering conducted on a best efforts
agency basis completed on July 8,
2021 (the "2021 Warrants", and collectively with the
2022 Warrants, the "Amended Warrants"). The
2022 Warrants currently have an exercise price of C$0.20 per Common Share and expire on
June 10, 2024, and the 2021 Warrants
currently have an exercise price of C$0.75 per Common Share and expire on
November 26, 2025. The purpose of the
proposed amendments is (a) to reduce the exercise price of the
2022 Warrants from C$0.20 to the
greater of (i) the Warrant Exercise Price, and (ii) C$0.10 (the "Amended Exercise Price") per
Common Share, (b) to reduce the exercise price of the 2021 Warrants
from C$0.75 to the Amended Exercise
Price per Common Share, and (c) in accordance with the policies and
requirements of the TSXV, to add an acceleration clause whereby, if
for any 10 consecutive trading days during the unexpired term of
the Amended Warrants, as applicable, the closing price of the
Common Shares on the TSXV is equal to or greater than 25% of the
Amended Exercise Price, the expiry date will be accelerated to a
date that is 30 calendar days after the seventh calendar day
following the 10 consecutive trading days (collectively, the
"Warrant Amendments"). The Warrant Amendments are subject to
the completion of formal documentation and the Company receiving
all necessary approvals, including any required approvals from the
warrantholders under the terms of the warrant indenture governing
the 2022 Warrants and the warrant certificates governing the 2021
Warrants, as applicable. All other terms and conditions of the
Amended Warrants remain the same. The Warrant Amendments remain
subject to acceptance from the TSXV and are expected to become
effective by the end of April 2023 or early May 2023.
About Khiron Life Sciences Corp.
Khiron is a leading global medical cannabis company with core
operations in Latin America and
Europe. Leveraging wholly owned
medical health clinics and proprietary telemedicine platforms,
Khiron combines a patient-oriented approach, physician education
programs, scientific expertise, product innovation, and focus on
creating access to drive prescriptions and brand loyalty with
patients worldwide. The Company has a sales presence in
Colombia, Germany, the United
Kingdom, Switzerland,
Peru, and Brazil. The Company is led by its co-founder
and Chief Executive Officer, Alvaro
Torres, together with an experienced and diverse executive
team and board of directors.
Visit Khiron online at https://investors.khiron.ca.
Linkedin
https://www.linkedin.com/company/khiron-life-sciences-corp/.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
Canadian and United States
securities laws (collectively, "forward-looking
information"). Forward-looking information are often, but not
always, identified by the use of words such as "seek",
"anticipate", "believe", "plan", "estimate", "expect", "likely" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. Forward-looking information in this press release
includes, without limitation, statements relating to the Offering,
including that terms will be reached following overnight marketed
efforts; the timing, potential completion and the use of proceeds
of the Offering; the receipt of all applicable approvals in
connection with the Offering; the proposed and expected amendments
to the Amended Warrants and the timing of completion thereof;
and the receipt of all applicable approvals in connection with the
Warrant Amendments.
Developing forward-looking information involves reliance on
several assumptions and considerations of certain risks and
uncertainties, some of which are specific to Khiron and others that
apply to the industry generally.
The risk factors and uncertainties that could cause actual
results to differ materially from the anticipated results or
expectations expressed in this press release, include, without
limitation: uncertainty that overnight marketing efforts will lead
to definitive terms, the ability of Khiron to satisfy the
conditions to closing of the Offering, including obtaining approval
of the TSXV on a timely basis, or at all; that the Offering may not
be completed on the terms and timeline indicated, or at all; that
the Company's use of proceeds of the Offering may differ from those
indicated; that the requisite approvals for the Warrant Amendments,
including approval of the TSXV, may not be obtained, or even if
obtained that the completion of the Warrant Amendments will take
longer than anticipated; additional financing requirements; adverse
market conditions; and other risk factors described from time to
time in Khiron's OTC and Canadian securities filings. For
additional information about assumptions and risks and
uncertainties applicable to Khiron, please refer to Khiron's Annual
Information Form which is available on Khiron's SEDAR profile at
www.sedar.com.
Readers are cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking information. The forward-looking
information contained herein is made as of the date of this press
release and is based on the beliefs, estimates, expectations and
opinions of management on the date such forward-looking information
is made. The Company undertakes no obligation to update or revise
any forward-looking information, whether as a result of new
information, estimates or opinions, future events or results or
otherwise or to explain any material difference between subsequent
actual events and such forward-looking information, except as
required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this press release.
SOURCE Khiron Life Sciences Corp.
