May 10, 2013, Vancouver, Canada”iCo Therapeutics Inc. (“iCo” or “the Company”) (TSX-V: ICO) announced today that it has priced its previously announced overnight marketed offering (the “Offering”).Pursuant to the Offering, iCo will issue an aggregate of 9,170,000 units (“Units”) at a price of $0.35 per unit for aggregate gross proceeds of $3,209,500. Each Unit includes one common share and one common share purchase warrant (a “Warrant”). Each Warrant is exercisable at a price of $0.40 for a period of five years from the closing of the Offering. Euro Pacific Canada Inc. acted as agent in respect of the Offering, with H.C.
Wainwright & Co. LLC and Bloom Burton & Co. as 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 8% 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 4%) and will receive that number of compensation warrants (“Compensation Warrant”) which is equal to 5% of the number of Units sold pursuant to the Offering (except in respect of Units issued to certain specified purchasers, in which case the number of Compensation Warrants to be issued to the selling group will be reduced to 2.5%). The Compensation Warrants will have the same terms and conditions as the Warrants to be included in the Units.
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 in the United States on a private placement basis. The Offering is scheduled to close on or about May 17, 2013, subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals.
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 within the United States 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 in the United States.
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”. 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 statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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. 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.
|Mr. John Meekison, CFO
T 604-602-9414 x 224
|Michael Moore, Investor Relations