NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
January 22, 2014, Vancouver, Canada – iCo Therapeutics Inc. (“iCo” or the “Company”) (TSX-V: ICO) (OTCQX: ICOTF) is pleased to announce today that the Company has priced its previously announced overnight marketed offering of equity securities (the “Offering”). Pursuant to the Offering, iCo will issue an aggregate of up to 16,206,483 units of the Company (“Units”) at a price of C$0.4165 per Unit for aggregate gross proceeds of approximately C$6.75 million. Each Unit is comprised of one common share of the Company (a “Common Share”) and three-quarter of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable at a price of C$0.539 and entitles the holder thereof to acquire one common share of the Company (a “Warrant Share”) for a period of five years following the closing of the Offering.
The Company has entered into an agency agreement with Euro Pacific Canada Inc. in respect of sales under the Offering, with H.C. Wainwright & Co., LLC being part of the selling group. H.C. Wainwright & Co., LLC acted as lead U.S. placement agent. The selling group will be paid a cash commission equal to 7.0% of the gross proceeds of the Offering (except in respect of Units issued to certain specified purchasers, in which case the cash commission will be reduced to 3.5% or 2%, depending on the purchaser).
The Company intends to use the net proceeds of the Offering to finance the iDEAL Study and for general and administrative expenses.
The Company has received conditional approval of the listing of the Common Shares and the Warrant Shares on the TSX Venture Exchange (“TSX-V”). Listing will be subject to satisfying all of the requirements of the TSX-V. The Company expects to close the Offering on or about January 27, 2014, subject to satisfaction of customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, such as the final approval of the TSX-V.
The Offering is to be effected in each of the provinces of British Columbia, Alberta and Ontario by way of a prospectus supplement to iCo’s base shelf prospectus dated July 3, 2012 and elsewhere on a private placement basis.
The securities described herein 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 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 (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
Copies of the prospectus supplement and the accompanying base shelf prospectus relating to these securities are available under the Company’s profile on SEDAR at www.sedar.com.
About iCo Therapeutics
iCo Therapeutics in-licenses and redefines existing drug candidates or generics by employing reformulation and delivery technologies for new or expanded use indications. The Company has exclusive worldwide rights to two drug candidates – iCo-007 for Diabetic Macular Edema (DME) and iCo-008 for other sight-threatening diseases. iCo-007 is in Phase 2 clinical studies for DME. With Phase 2 clinical history, iCo-008 is targeted for the treatment of keratoconjunctivitis and wet age-related macular degeneration. In addition, iCo holds worldwide rights to an oral drug delivery platform. The first platform candidate is the Oral Amp B Delivery system, utilizing a known anti-fungal drug to treat life-threatening infectious diseases. iCo trades on the TSX Venture Exchange under the symbol “ICO” and the OTCQX under the symbol “ICOTF”. For more information, visit the Company website at: www.icotherapeutics.com.
No regulatory authority has approved or disapproved the content of this release. Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain statements included in this press release may be considered forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods and includes, but is not limited to, statements about the timing of the closing of the Offering, the satisfaction and timing of the receipt of required regulatory approvals and other conditions to closing of the Offering, the jurisdictions in which the Units will be offered and the intended use of proceeds of the Offering. 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’s current beliefs as well as assumptions made by and information currently available to iCo 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 are based only on information currently available to iCo and speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by iCo in its public securities filings and on its website, actual events may differ materially from current expectations. iCo disclaims any intention or 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.
|Mr. John Meekison, CFO
604-602-9414 x 224
|Michael Moore, Investor Relations