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VANCOUVER, British Columbia, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Algernon Pharmaceuticals Inc. (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF) (the "Company” or "Algernon”) a Canadian clinical stage pharmaceutical development company announces that it has extended the expiry date of an aggregate of 4,752,969 outstanding warrants (the "2023 Warrants”). The 2023 Warrants were issued in connection with the closing of a rights offering by the Company on May 5, 2023.
The initial exercise price of the 2023 Warrants is $0.52 and remains unchanged. The 2023 Warrants have an original expiration date of November 5, 2024. The Company proposes to extend the expiration date of the 2023 Warrants by an additional six months, so that the 2023 Warrants will expire on May 5, 2025 (the "Amendment”). All other terms and conditions of the 2023 Warrants will remain unchanged.
The Amendment is subject to final Canadian Securities Exchange (the "CSE”) approval; however, the CSE has granted an exemption from the requirements of Section 6.7(3)(c) (no warrants exercised in the last six months) and 6.7(3)(d) (at least 10 trading days remain before expiry) of CSE Policy 6 to permit the Company to undertake the Amendment. No action will be required on the part of the holders of the 2023 Warrants to give effect to the Amendment. In accordance with the requirements of the CSE, the terms of any warrants issued as compensation warrants or as finder warrants are not eligible for amendment.
400 of the 2023 Warrants have been exercised. 2,018,982 of the 2023 Warrants are owned by insiders of the Company, representing 42.5% of the aggregate number of 2023 Warrants. As a portion of the 2023 Warrants are held by insiders of the Company, the Amendment may constitute a "related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101”). A material change report will be filed with respect to the Amendment as it pertains to insiders. The Amendment are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the 2023 Warrants issued to insiders nor the cash consideration paid for such 2023 Warrants exceeds 25% of the market capitalization of the Company.
The 2023 Warrants and the underlying Class A common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities referred to herein.
About Algernon Pharmaceuticals Inc.
Algernon Pharmaceuticals is a Canadian clinical stage drug development company investigating multiple drugs for unmet global medical needs. Algernon Pharmaceuticals is also the parent company of a private subsidiary called Algernon NeuroScience, that is advancing a psychedelic program investigating a proprietary form of DMT for stroke and traumatic brain injury.
Algernon announced in March 2024, that it closed on its agreement with Seyltx Inc., a privately owned U.S. based drug development company, for the acquisition of Algernon's Ifenprodil research program for the purchase price of USD $2M cash and a 20% common share equity position in Seyltx. For more information visit https://www.algernonpharmaceuticals.com.
CONTACT INFORMATION
Christopher J. Moreau
CEO
Algernon Pharmaceuticals Inc.
604.398.4175 ext 701
www.algernonpharmaceuticals.com
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY DISCLAIMER STATEMENT: No Securities Exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to the Company, its future prospects and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will”, "may”, "should”, "anticipate”, "expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
