LAVAL,
QC, March 14, 2022 /PRNewswire/ - Neptune
Wellness Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT)
(TSX: NEPT), a diversified and fully integrated health and wellness
company focused on plant-based, sustainable and purpose-driven
lifestyle brands, today announced that it has closed on the
previously announced registered direct offering with a single
strategic consumer-focused institutional investor for the purchase
and sale of (i) 18,500,000 common shares of the Company ("Common
Shares") and (ii) 6,500,000 pre-funded warrants (the "Pre-Funded
Warrants"), with each Pre-Funded Warrant exercisable for one Common
Share. The Common Shares and the Pre-Funded Warrants were
sold together with Series A Warrants (the "Series A Warrants") to
purchase up to an aggregate of 25,000,000 Common Shares and Series
B Warrants (the "Series B Warrants" and collectively with the
Series A Warrants, the "Common Warrants") to purchase up to an
aggregate of 25,000,000 Common Shares. Each Common Share and the
accompanying Common Warrants were sold together at a combined
offering price of US$0.32, and each
Pre-funded Warrant and accompanying Common Warrants were sold
together at a combined offering price of US$0.32, for aggregate gross proceeds of
US$8.0 million before deducting fees
and other estimated offering expenses. The Pre-Funded Warrants are
funded in full at closing except for a nominal exercise price of
US$0.0001 and are exercisable
commencing on the Closing Date, and will terminate when such
Pre-Funded Warrant is exercised in full. The Series A Warrants have
an exercise price of US$0.32 per
share and are exercisable six months after the closing date, and
will expire five and one half years from the date of
issuance. The Series B Warrants have an exercise price of
US$0.32 per share and are exercisable
six months after the closing date, and expire 18 months from the
date of issuance (collectively the "Offering").
The Company expects to use the net proceeds from the Offering
for working capital and other general corporate purposes.
A.G.P./Alliance Global Partners acted as sole placement agent
for the Offering.
The Offering of the Common Shares, Pre-Funded Warrants and the
Common Warrants, and shares underlying such Pre-Funded Warrants and
Common Warrants (collectively, the "Securities") were offered
pursuant to Neptune's shelf registration statement on Form F-3
(File No. 333-262411), which was declared effective by the U.S.
Securities and Exchange Commission (the "SEC") on February 9, 2022. The Offering of the Securities
was made only by means of a prospectus supplement filed with the
SEC that forms a part of the registration statement. The Offering
was made in the United States only
and no Securities were offered in any jurisdiction of Canada or to, or for the benefit of, residents
in any jurisdiction of Canada.
Copies of the prospectus supplement relating to the Offering,
together with the accompanying prospectus, can be obtained at the
SEC's website at www.sec.gov or from A.G.P./Alliance Global
Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at
212-624-2060 or email: prospectus@allianceg.com and will be
available under the Company's profile on EDGAR at www.sec.gov.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
For the purposes of TSX approval, the Company relied on the
exemption set forth in Section 602.1 of the TSX Company Manual
available to "Eligible Interlisted Issuers", since the Common
Shares are also listed on the Nasdaq and had less than 25% of the
overall trading volume of its listed securities occurring on all
Canadian marketplaces in the twelve months immediately preceding
the date of the application the Company made to the TSX to approve
the Offering.
About Neptune Wellness Solutions Inc.
Headquartered in Laval, Quebec,
Neptune is a diversified health and wellness company with a mission
to redefine health and wellness.
Forward Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute "forward-looking statements"
within the meaning of the U.S. securities laws and Canadian
securities laws. Such forward-looking statements involve known and
unknown risks, uncertainties, and other unknown factors that could
cause the actual results of Neptune to be materially different from
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties, readers are urged
to consider statements labeled with the terms "believes", "belief",
"expects", "intends", "projects", "anticipates", "will", "should"
or "plans" to be uncertain and forward-looking. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
The forward-looking statements contained in this press release are
expressly qualified in their entirety by this cautionary statement
and the "Cautionary Note Regarding Forward-Looking Information"
section contained in Neptune's latest Annual Information Form (the
"AIF"), which also forms part of Neptune's latest annual report on
Form 40-F, and which is available on SEDAR at www.sedar.com, on
EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in
this press release are made as of the date of this press release.
Neptune does not undertake to update any such forward-looking
statements whether as a result of new information, future events or
otherwise, except as required by law. The forward-looking
statements contained herein include, without limitation, statements
about the anticipated use of proceeds of the Offering; and other
risks and uncertainties that are described from time to time in
Neptune's public securities filings with the Securities and
Exchange Commission and the Canadian securities commissions.
Additional information about these assumptions and risks and
uncertainties is contained in the AIF under "Risk Factors".
Neither Nasdaq nor the TSX accepts responsibility for the
adequacy or accuracy of this release.
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SOURCE Neptune Wellness Solutions Inc.