Zomedica Announces $2.5 Million Registered Direct Offering
12 Februar 2020 - 2:43PM
Zomedica Pharmaceuticals Corp. (NYSE American: ZOM) (“Zomedica” or
“Company”), a veterinary diagnostic company, announced today that
it has entered into a definitive agreement with institutional
investors for the issuance and sale in a registered direct offering
of 20,833,334 of its common shares at a purchase price of $0.12 per
share, for gross proceeds of $2.5 million. The offering is expected
to close on or about February 14, 2020, subject to the satisfaction
of customary closing conditions.
In addition, in a concurrent private placement, Zomedica will
issue to the investors warrants to purchase up to 20,833,334 common
shares, which represent 100% of the number of common shares issued
in the registered direct offering, with an exercise price $0.20 per
share and a five-year exercise period commencing six (6) months of
the issuance date.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
Zomedica currently intends to use the net proceeds from the
offering for working capital and general corporate purposes.
The common shares (but not the warrants issued in the concurrent
private placement or the common shares underlying such warrants)
are being offered and sold in the registered direct offering by
Zomedica pursuant to a “shelf” registration statement on Form S-3
(Registration No. 333-228926), including a base prospectus,
previously filed with and declared effective by the Securities and
Exchange Commission (SEC) on January 30, 2019. The offering of the
common shares is being made only by means of a prospectus
supplement that forms a part of the registration statement. A final
prospectus supplement and an accompanying base prospectus relating
to the registered direct offering will be filed with the SEC and
will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
and accompanying base prospectus may also be obtained, when
available, by contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or
e-mail at placements@hcwco.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Act”), and Regulation D promulgated thereunder and, along
with the common shares underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying common shares may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
The common shares, the warrants and the common shares underlying
the warrants are being sold in reliance upon prospectus exemptions
under applicable Canadian securities laws on the basis that the
securities will not be distributed back into Canada.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
About ZomedicaBased in Ann Arbor,
Michigan, Zomedica (NYSE American: ZOM) is a veterinary
diagnostic company creating products for companion animals (canine,
feline and equine) by focusing on the unmet needs of clinical
veterinarians. Zomedica’s product portfolio will include novel
diagnostics and innovative therapeutics that emphasize patient
health and practice health. With a team that includes clinical
veterinary professionals, it is Zomedica’s mission to give
veterinarians the opportunity to lower costs, increase
productivity, and grow revenue while better serving the animals in
their care. For more information, visit www.ZOMEDICA.com.
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Reader AdvisoryExcept for statements of
historical fact, this news release contains certain
“forward-looking statements” or "forward-looking information"
(collectively, “forward-looking information”) within the meaning of
applicable securities law including the registered direct offering
of common shares, the consummation of the offering described above,
the expected proceeds from the offering, the intended use of
proceeds and the timing of the closing of the offering.
Forward-looking information is frequently characterized by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" and other similar words, or statements
that certain events or conditions "may" or "will" occur. Although
we believe that the expectations reflected in the forward-looking
information are reasonable, there can be no assurance that such
expectations will prove to be correct. We cannot guarantee future
results, performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same,
in whole or in part, as those set out in the forward-looking
information.
Forward-looking information is based on the opinions and
estimates of management at the date the statements are made and are
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from
those anticipated in the forward-looking information. Some of the
risks and other factors that could cause the results to differ
materially from those expressed in the forward-looking information
include, but are not limited to: our ability to satisfy the closing
conditions of the offering, market and other conditions,
uncertainty as to whether our strategies and business plans will
yield the expected benefits; uncertainty as to the timing and
results of development work and pilot and pivotal studies,
uncertainty as to the likelihood and timing of regulatory
approvals, availability and cost of capital; the ability to
identify and develop and achieve commercial success for new
products and technologies; the level of expenditures necessary to
maintain and improve the quality of products and services and
achieve commercialization of products;; changes in technology and
changes in laws and regulations; our ability to secure and maintain
strategic relationships; risks pertaining to permits and licensing,
and intellectual property infringement risks; risks relating to
future clinical trials, regulatory approvals, safety and efficacy
of our products, the use of our product; risks related to
intellectual property protection; and risks related to veterinary
acceptance of our products,. Readers are cautioned that this
list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release
is expressly qualified by this cautionary statement. We undertake
no duty to update any of the forward-looking information to conform
such information to actual results or to changes in our
expectations except as otherwise required by applicable securities
legislation. Readers are cautioned not to place undue reliance on
forward-looking information.
Investor Relations Contact: Shameze Rampertab,
CPA, CA, Interim Chief Executive Officer srampertab@zomedica.com +1
647.283.3630 PCG Advisory Group Kirin Smith, COO
ksmith@pcgadvisory.com +1 646.863.6519 Media
Contact: Meredith Newmanmnewman@zomedica.com+1
734.369.2555 ext. 119
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