Sept. 26, 2024 -- NurExone Biologic Inc. (TSXV: NRX), (OTCQB: NRXBF), (Germany: J90) (the “Company” or “NurExone”), a biopharmaceutical company developing exosome-based therapies for the multi-billion dollar regenerative medicinei market, is pleased to announce a non-brokered private placement of up to 3,636,363 units (“Units”) at a price of $0.55 per Unit for aggregate gross proceeds of up to $2,000,000 (the “Offering”) and will, on acceptance of the TSX Venture Exchange (“TSXV”), close on a first tranche of the Offering for gross proceeds of $1,610,147.55. The Company intends to use the proceeds of the Offering for working capital purposes.
Dr. Lior Shaltiel, Chief Executive Officer of the Company noted that, “we appreciate the continued support of our existing shareholders, who recognize the milestones we’ve achieved as we advance toward the use of loaded exosomes as regenerative therapy for the multi-billion-dollar markets of acute spinal cord injuries and optic nerve damage. Their participation in the Offering reflects confidence in our strategic direction and long-term growth potential, as we move ahead on the path to our clinical and commercial goals.”
Each Unit will consist of (i) one common share in the capital of the Company (each, a “Common Share”), and (ii) one Common Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.70 per Common Share for a period of 36 months, subject to acceleration. If the daily volume weighted average trading price of the Common Shares on the TSXV for any period of 10 consecutive trading days equals or exceeds $1.05, the Company may, upon providing written notice to the holders of the Warrants (the “Acceleration Notice”), accelerate the expiry date of the Warrants to a date not less than 30 days following the date of the Acceleration Notice. If the Warrants are not exercised by the applicable accelerated expiry date, the Warrants will expire and be of no further force or effect.
Closing of the Offering is subject to receipt of all necessary regulatory approvals, including TSXV, and all securities issued thereunder will be subject to a statutory hold period of four months and one day from the closing of the Offering.
The Offering may constitute a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”) as certain insiders of the Company may subscribe in the Offering, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of each such transaction. However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.
The Company is also pleased to announce the closing of the first tranche of the Offering for gross proceeds of $1,610,147.55 from the issuance of 2,927,541 Units. All securities issued pursuant to the first tranche of the Offering are subject to a statutory hold period of four months and one day.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
NurExone Biologic Inc. is a TSXV, FSE and OTCQB listed pharmaceutical company that is developing a platform for biologically-guided exosome-based therapies to be delivered, non-invasively, to patients who have suffered Central Nervous System injuries. The Company’s first product, ExoPTEN for acute spinal cord injury, was proven to recover motor function in 75% of laboratory rats when administered intranasally. ExoPTEN has been granted Orphan Drug Designation by the FDA. The NurExone platform technology is expected to offer novel solutions to drug companies interested in noninvasive targeted drug delivery for other indications.
i https://www.novaoneadvisor.com/report/us-regenerative-medicine-market
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