For Immediate Release December 4, 2011
iCo Therapeutics Inc. (TSX-V: ICO) (the “Company”) is pleased to provide further details with respect to its previously announced definitive agreement for an Equity Line Facility (the “Agreement”) between the Company and Dutchess Opportunity Cayman Fund, Ltd. (“Dutchess”). Subject to obtaining all required regulatory approvals, Dutchess has irrevocably agreed to purchase, during a commitment period of up to 36 months, up to $10,000,000 in the aggregate of common shares (“Common Shares”) of the Company. Issuances of common shares may be made entirely at the discretion of the Company subject to the conditions described below and the Company has no obligation to issue any minimum number of common shares.
Each issuance of Common Shares pursuant to the Agreement is referred to as a “draw down”. In order to request a draw down, iCo must deliver a written notice to Dutchess specifying, among other things, the amount of the draw down and the minimum price of the Common Shares to be issued in connection with the draw down.
The maximum amount of Common Shares issuable pursuant to a single draw down will be the greater of (i) $250,000 and (ii) 200% of the product of the average daily volume of the Common Shares on the TSX Venture Exchange for the three trading days immediately preceding the date of the draw down notice and the average closing price of the Common Shares on the TSX Venture Exchange over the same period; provided, however, that the number of Common Shares issued in any 12 month period shall not exceed 19.9% of the number of Common Shares outstanding at the start of such period.
The purchase price of the Common Shares issued pursuant to a draw down will equal 95% of the lowest daily volume-weighted average price per Common Share on the TSX Venture Exchange during the five consecutive trading days commencing immediately after the date of the applicable draw down notice; provided, however, that the purchase price in respect of a draw down shall not in any event be lower than the minimum price specified by the Company in the applicable draw down notice. The minimum price specified by the Company may not be lower than the volume-weighted average price of the Common Shares during the five consecutive trading days immediately preceding the date of the applicable draw down notice less the maximum permitted discount under the private placement rules of the TSX Venture Exchange.
A copy of the Agreement has been filed electronically at www.sedar.com.
About iCo Therapeutics
iCo Therapeutics Inc. is a Vancouver-based reprofiling company focused on redosing or reformulating drugs with clinical history for new or expanded indications. iCo has exclusive worldwide rights to three products: iCo-007, in Phase 2 for the treatment of Diabetic Macular Edema (DME), iCo-008 (Bertilimumab), a product with Phase 2 clinical history to be developed for sight threatening diseases; and an oral Amphotericin B delivery system for life-threatening infectious diseases. Immune Pharmaceuticals licensed systemic rights to iCo-008 in June 2011. iCo trades on the TSX Venture Exchange under the symbol “ICO”. For more information, visit the Company website at: icotherapeutics.cdmail.biz.
No regulatory authority has approved or disapproved the content of this release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain statements included in this press release may be considered forward-looking. 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, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on iCo Therapeutics’ current beliefs as well as assumptions made by and information currently available to iCo Therapeutics and relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, market acceptance and future commitments. 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 iCo Therapeutics in its public securities filings, actual events may differ materially from current expectations. iCo Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.