Avicanna Inc. has filed and has been receipted for a preliminary short form prospectus with the securities commissions in Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (the “Canadian Jurisdictions”) in connection with a marketed public offering (the “Offering”) of units (the “Units”) of the Company.
Each Unit will consist of one common share of the Company (each a “Common Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant” and collectively the “Warrants”). Each Warrant will be exercisable for one Common Share (each a “Warrant Share”) at any time for a period of 24 months following closing of the Offering. Final pricing of the Units, the Warrant exercise price and the determination of the number of Units to be sold pursuant to the Offering will be determined in the context of the market prior to the filing of the final short form prospectus in respect of the Offering. The Offering will be conducted on a “best efforts” basis by a syndicate of agents led by Echelon Wealth Partners Inc., as lead agent and sole-bookrunner, and including Beacon Securities Limited and Canaccord Genuity Corp. (collectively, the “Agents”).
The Company has granted the Agents an option, exercisable in whole or in part, at the sole discretion of the Agents, at any time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option”). The Over-Allotment Option may be exercised by the Agents to purchase additional Units, Common Shares, Warrants or any combination thereof.
The Offering will be completed (i) by way of a short form prospectus to be filed in the Canadian Jurisdictions (ii) on a private placement basis to “accredited investors” meeting one or more of the criteria in Rule 501(a) of Regulation D (“Regulation D”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) thereof and similar exemptions under applicable state securities laws, Qualified Institutional Buyers in the United States pursuant to the registration exemptions provided by Rule 144A of the US Securities Act, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
The Offering is expected to close on or about December 3, 2020, or such other date as the Company and the Agents may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the Toronto Stock Exchange.
The Company intends to use the net proceeds of the Offering for product development, working capital and general corporate purposes.
The preliminary short form prospectus is available on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Avicanna is a diversified and vertically integrated Canadian biopharmaceutical company focused on the research, development, and commercialization of plant-derived cannabinoid-based products for the global consumer, medical, and pharmaceutical market segments.