Press Release For Immediate Release
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
iCo Therapeutics Inc. Announces Closing of Upsized Subscription Receipt Private Placement
Vancouver, April 27, 2021: iCo Therapeutics Inc. (“iCo” or the “Company”) (TSXV: iCo) (OTCQB: iCoTF) is pleased to announce that it has closed its previously announced private placement (the “Financing”) in connection with its proposed business combination with Satellos Bioscience Inc. (“Satellos”) by way of a plan of arrangement (the “Arrangement”) in accordance with Section 192 of the Canada Business Corporations Act. The completion of the Arrangement will result in the reverse takeover of the Company as defined in the policies of the TSX Venture Exchange (“TSXV”) and the resulting entity will continue to operate in the life sciences industry under the name “Satellos Bioscience Inc.” (the “Resulting Issuer”).
Pursuant to the Financing, the Company issued 85,294,117 subscription receipts (the “Subscription Receipts”) at a price of $0.085 per Subscription Receipt for aggregate gross proceeds of approximately C$7.25 million. Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of certain escrow release conditions, including without limitation, the completion of the Arrangement, and without payment of additional consideration, one common share of the Resulting Issuer (a “Resulting Issuer Share”). The proceeds from the Financing have been placed in escrow and, upon satisfaction of the escrow release conditions, will be used for research, development, and general corporate expenses of the Resulting Issuer.
The Resulting Issuer Shares issued in connection with the Financing will be subject to a hold period expiring 4 months and one day from the date of issuance in accordance with applicable Canadian securities laws. Additionally, in connection with the Financing, certain Resulting Issuer Shares issued to former shareholders of Satellos pursuant to the Arrangement will be subject to a lock-up agreement.
The Financing was led by Bloom Burton Securities Inc. and includes Richardson Wealth Ltd.
About iCo
iCo is a Canadian biotechnology company principally focused on the identification, development and commercialization of drug candidates to treat ocular and infectious diseases.
iCo generally focuses on in-licensing drug candidates with a clinical history and re-dose, reformulate and develop drug candidates for the treatment of ocular and infectious diseases. iCo assumes the clinical, regulatory and commercial development activities for its product candidates and advances such candidates along the regulatory and clinical pathway toward commercial approval. iCo believes its approach may reduce the risk, time and cost of developing therapeutics by avoiding some of the uncertainty associated with certain research and pre-clinical stages of drug development.
iCo currently has two in-licensed product candidates in various stages of development: iCo-008 (or for potential use in eotaxin-1 mediated indications, sub-licensed to Alexion Pharmaceuticals Inc., and an oral Amphotericin B delivery system under internal development for potential use in fungal infections).
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES ISSUED IN THE FINANCING AND THE SECURITIES TO BE ISSUED IN THE ARRANGEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM.
Notice on forward-looking statements:
This release includes forward-looking information or forward-looking statements within the meaning of applicable securities laws regarding iCo, Satellos and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Arrangement, the satisfaction of the escrow release conditions and the intended use of proceeds from the Financing. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Arrangement and the satisfaction of the other escrow release conditions, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the pharmaceutical industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although iCo and Satellos have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither iCo nor Satellos undertake any obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future events, or otherwise.
Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
For More Information
iCo Contact Information
William Jarosz
Chief Executive Officer
iCo Therapeutics
(917) 692-8799
Jarosz@icotherapeutics.cdmail.biz
Satellos Contact Information
Frank Gleeson
Chief Executive Officer
Satellos Bioscience Inc.
(905) 336-6128
fgleeson@satellos.com