Oncolytics Biotech® Enters into Common Stock Purchase Agreement for up to US$26 Million with Lincoln Park Capital, LLC
28 September 2018 - 2:36PM
Oncolytics Biotech® Inc. (NASDAQ: ONCY), (TSX: ONC), currently
developing pelareorep, an intravenously delivered immuno-oncolytic
virus turning cold tumors hot, today announced the execution of a
Common Stock Purchase Agreement (“Agreement”) for up to US$26.0
million with Lincoln Park Capital Fund, LLC ("LPC"), an
institutional investor.
Upon signing of the Agreement, dated September
27, 2018, LPC initially purchased 248,762 shares for $1,000,000,
representing a purchase price of approximately $4.02 per share.
Thereafter and subject to the terms and conditions of the
Agreement, Oncolytics has the right to sell and LPC is obligated to
purchase, up to $25 million worth of common stock over a 30-month
period at prices that are based on the market price at the time of
each sale to LPC. Oncolytics, in its sole discretion,
controls the timing and amount of all sales of common stock and
there are no warrants, derivatives, or other share classes
associated with this Agreement.
"We are pleased to enter this agreement with
Lincoln Park Capital, an existing investor, which provides
Oncolytics with additional access to capital and financial
flexibility, if needed, as we conduct our clinical programs and
approach multiple milestones over the next twelve to eighteen
months,” said Kirk Look, CFO at Oncolytics Biotech.
“Importantly, this facility is completely at our discretion and
supports our strategy in negotiating future collaborations and, or,
a potential partnership."
Oncolytics has the right to terminate the
Agreement at any time, at no cost or penalty. Additionally, LPC has
covenanted not to cause or engage in any manner whatsoever, any
direct or indirect short selling or hedging of the Company’s common
stock. As consideration for LPC’s obligation under this
Agreement, Oncolytics has and may issue additional shares as a
commitment fee. Proceeds are intended to be used for general
corporate purposes and working capital requirements.
The Company has filed a prospectus supplement,
dated September 28, 2018, with respect to its U.S. registration
statement on Form F-10 (333-224432) (the "Registration Statement")
and Canadian final base shelf prospectus (the "Base Shelf
Prospectus"), each dated May 4, 2018, pursuant to which the Company
may issue up to US$26,910,000 of common shares pursuant to the
terms of the Agreement (representing an aggregate market value of
not more than 10% of the market value of the Company's outstanding
common shares based on the determination date under applicable
securities laws). Pursuant to the Agreement, the Company may file
additional prospectus supplements in the United States and in
Canada in the future to qualify the sale of additional common
shares to LPC that would result in aggregate gross proceeds to the
Company of up to US$26,000,000. No offers or sales of any common
shares will be made in Canada or on the Toronto Stock Exchange
pursuant to the Agreement or the prospectus supplement.
Electronic copies of the prospectus supplement and accompanying
prospectus are available on the SEC's website at http://www.sec.gov
or by contacting the Company’s Investor Relations Department at
(403) 670-7377.
The common shares to be issued in the Financing
have been approved for listing on the NASDAQ and on the Toronto
Stock Exchange.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these common shares 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.
About Oncolytics Biotech
Inc.Oncolytics is a biotechnology company developing
pelareorep, an intravenously delivered immuno-oncolytic virus. The
compound induces selective tumor lysis and promotes an inflamed
tumor phenotype -- turning "cold" tumors "hot" -- through innate
and adaptive immune responses to treat a variety of cancers.
Oncolytics' clinical development program emphasizes three pillars:
chemotherapy combinations to trigger selective tumor lysis and
immuno-therapy and immune modulator (IMiD) combinations to produce
innate and adaptive immune responses. Oncolytics is currently
conducting and planning additional studies in combination with
checkpoint inhibitors and targeted and IMiD therapies in solid and
hematological malignancies, as it prepares for a phase 3
registration study in metastatic breast cancer. For further
information, please visit: www.oncolyticsbiotech.com.
This press release contains forward-looking
statements, within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended and forward-looking information
under applicable Canadian securities laws (such forward-looking
statements and forward-looking information are collectively
referred to herein as “forward-looking statements”).
Forward-looking statements, including the Company's belief as to
the potential and mode of action of REOLYSIN, also known as
pelareorep, as a cancer therapeutic; the Agreement and the
financing available thereunder and the potential benefits to the
Company thereof, and other statements related to anticipated
developments in the Company's business and technologies involve
known and unknown risks and uncertainties, which could cause the
Company's actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties include,
among others, the availability of funds and resources to pursue
research and development projects, the efficacy of pelareorep as a
cancer treatment, the success and timely completion of clinical
studies and trials, the Company's ability to successfully
commercialize pelareorep, uncertainties related to the research and
development of pharmaceuticals, uncertainties related to the
regulatory process and general changes to the economic environment.
Investors should consult the Company's quarterly and annual filings
with the Canadian and U.S. securities commissions for additional
information on risks and uncertainties relating to the
forward-looking statements. Investors are cautioned against placing
undue reliance on forward-looking statements. The Company does not
undertake to update these forward-looking statements, except as
required by applicable laws.
Company ContactMichael MooreVice President,
Investor Relations & Corporate
Communications858-886-7813mmoore@oncolytics.ca |
Investor
RelationsRobert UhlWestwicke Partners858-356-5932
robert.uhl@westwicke.com |
Media
ContactJason SparkCanale Communications
619-849-6005jason@canalecomm.com |
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