May 19, 2021
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
See original press release here
MISSISSAUGA, Ontario, May 19, 2021 (GLOBE NEWSWIRE) — Microbix Biosystems Inc. (TSX: MBX, OTCQB: MBXBF, Microbix®), a life sciences innovator and exporter, announces it has closed its previously-announced bought-deal public offering (the “Offering”) and concurrent private placement (the “Placement”).
The co-lead bookrunners and underwriters of the Offering, iA Private Wealth Inc. and Bloom Burton Securities Inc. (the “Underwriters”), have purchased the full Offering, including all of the 15% overallotment option, for a total of 9,583,334 units (“Units”), at a price of $0.60 per Unit for aggregate gross proceeds of $5,750,000. The Company also closed its concurrent Placement of 1,916,666 Units for gross proceeds of $1,150,000, also upsized by 15% from the previously announced $1,000,000.
Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant being a “Warrant”). Each Warrant is exercisable to acquire one common share (a “Warrant Share”) for a period of 24 months following the closing date of the Offering at an exercise price of $0.80 per Warrant Share, subject to adjustment in certain events.
The Company paid the Underwriters a cash commission equal to 7.0% of the gross proceeds of the Offering and has issued 670,833 underwriters’ warrants (the “Underwriters’ Warrants”). Each Underwriters’ Warrant is exercisable for one Common Share at $0.60 per Common Share for a period of 24 months following the closing of the Offering. No underwriting fees or commissions were paid in relation to the Placement.
Gross proceeds from the Offering and the Placement totaled $6,900,000. Net proceeds from the Offering and Placement are expected to be approximately $6,150,000 after fees and expenses. The net proceeds from the Offering will be used primarily towards expansion-related initiatives, while those of the Placement will be directed to general corporate purposes.
Directors and officers of Microbix (collectively, the “Insiders”) participated in the Offering for 708,333 Units ($425,000) and in the Placement for 685,000 Units ($411,000). Participation of Insiders in the Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the policies of the TSX. Microbix is relying on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the Placement by Insiders will not exceed 25% of the fair market value of its market capitalization. Microbix did not file a material change report at least 21 days prior to the completion of the Placement since the existence of any Placement or Insiders’ participation therein was not determined at that time.
The securities offered have not been, nor will they be, registered under the US Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Microbix Biosystems
Microbix develops proprietary biological technology solutions for human health and well-being, with about 90 skilled employees and sales growing from a base of over $1 million per month. It makes a wide range of critical biological materials for the global diagnostics industry, notably antigens for immunoassays and its laboratory quality assessment products (QAPs™) that support clinical lab proficiency testing, enable assay development and validation, or help ensure the quality of clinical diagnostic workflows. Microbix antigens enable the antibody tests of over 100 international diagnostics companies, while its QAPs are sold to clinical laboratory accreditation organizations, diagnostics companies, and clinical laboratories. Microbix QAPs are now available in over 30 countries, distributed by 1WA (Oneworld Accuracy Inc.), Alpha-Tec Systems, Inc., Diagnostic International Distribution SpA., Labquality Oy, The Medical Supply Company of Ireland, R-Biopharm AG, and Seegene Canada Inc. Microbix is ISO 9001 and 13485 accredited, U.S. FDA registered, Australian TGA registered, Health Canada establishment licensed, and provides CE marked products.
Microbix also applies its biological expertise and infrastructure to develop other proprietary products and technologies, most notably viral transport medium (DxTM™) to stabilize patient samples for lab-based molecular diagnostic testing and Kinlytic® urokinase, a biologic thrombolytic drug used to treat blood clots. Microbix is traded on the TSX and OTCQB, and headquartered in Mississauga, Ontario, Canada.
This news release includes “forward-looking information,” as such term is defined in applicable securities laws. Forward-looking information includes, without limitation, all discussion regarding the Offering and concurrent Private Placement, use of proceeds of the Offering and Placement, Microbix’s business and business results, goals or outlook, risks associated with financial results and stability, development projects such as those referenced in its corporate presentation, regulatory compliance and approvals, sales to domestic or foreign jurisdictions, engineering and construction, production (including control over costs, quality, quantity and timeliness of delivery), foreign currency and exchange rates, maintaining adequate working capital and raising further capital on acceptable terms or at all, and other similar statements concerning anticipated future events, conditions or results that are not historical facts. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and represent the Company’s judgement as of the date of this new release, and the Company is under no obligation to update or alter any forward-looking information.
Please visit www.microbix.com or www.sedar.com for recent Microbix news and filings.
For further information, please contact Microbix at:
Cameron Groome, CEO
Jim Currie, CFO
Deborah Honig, Investor Relations
Adelaide Capital Markets