TORONTO–(–)–Acerus Pharmaceuticals Corporation (“Acerus” or the “Company”) (TSX:ASP, OTCQB:ASPCF) is pleased to announce today’s closing of the refinancing transactions previously announced on February 12, 2020 (the “Refinancing Transactions”). Acerus received US$18,000,000 in gross proceeds from the private placement of 449,148,891 common shares of the Company (the “Common Shares”) to First Generation Capital Inc. (“First Generation”) and converted US$11.5 million (plus accrued interest of US$526,021) owing to First Generation under the subordinated secured term loan facility with First Generation previously entered into on July 19, 2019 as amended and restated on December 18, 2019 into 300,081,885 Common Shares. In addition, an amendment to the Company’s existing credit facility with SWK Funding LLC (“SWK”) is effective as of today (the “SWK Amendment”). As consideration for and in connection with the SWK Amendment, the Company has paid SWK an amendment fee of US$80,000 and amended the exercise price of the 6,693,107 outstanding common share purchase warrants of the Company owned by SWK, which expire on September 30, 2024, from C$0.11 to C$0.053269. The Company also made a prepayment of US$250,000 of principal to SWK. This prepayment is the first of the three installments previously announced on February 12, 2020.
As previously discussed, the Refinancing Transactions were negotiated under the supervision of a special committee of the board of directors of Acerus comprised of entirely independent directors unrelated to the parties involved.
Upon closing of these transactions, the Company has 1,010,456,066 Common Shares issued and outstanding on a non-diluted basis.
It is expected that Acerus will seek approval from its shareholders for a share consolidation at the Company’s next annual meeting of shareholders, further details of which will be provided to shareholders in due course.
“We are pleased to have First Generation Capital lead the way on this significant financial injection into the Company. This demonstrates confidence in the Company’s ability to deliver on our expected value creation catalysts”, said Edward Gudaitis, Acerus’ President and Chief Executive Officer. “This new injection of capital will strengthen our balance sheet and enable the Company to aggressively pursue its commercial and strategic initiatives.”
As previously disclosed, as a result of the Company’s reliance on the “financial hardship” exemption contained within the TSX Company Manual from certain shareholder approval requirements as a result of the Company being in serious financial difficulty, the Toronto Stock Exchange (the “TSX”) has placed the Company under remedial delisting review, which is customary in these circumstances. Although the Company believes that it will be in compliance with all continued listing requirements of the TSX upon closing of the Refinancing Transactions, no assurance can be provided as to the outcome of such review or continued qualification for listing on the TSX.
Acerus Pharmaceuticals Corporation is a Canadian-based specialty pharmaceutical company focused on the commercialization and development of innovative prescription products that improve patient experience, with a primary focus in the field of men’s health. The Company commercializes its products via its own salesforce in the United States and Canada, and through a global network of licensed distributors in other territories.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking information about the Company’s objectives, strategies, financial condition and businesses/products that involve risks and uncertainties. Information in this press release that is not current or historical factual information may constitute forward looking information within the meaning of securities laws. Implicit in this information are assumptions regarding our future financial condition and operational results. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual performance of the Company is subject to a number of risks and uncertainties, including (i) the possibility that the Company has to allocate proceeds of the private placement to other uses or reallocate proceeds differently among the anticipated uses, (ii) with respect to the Company’s financial condition and its ability to raise additional capital or secure future financing and its ability to repay its indebtedness and meet its covenants thereunder, (iii) the commercial performance of NATESTO® and the ability of the Company to execute upon its strategic plan, in particular with respect to NATESTO® in the U.S., (iv) general conditions in the pharmaceutical industry and in the industries in which the Company operates, (v) uncertainties with respect to the Company’s intellectual property, (vi) the outcome of the TSX’s remedial delisting review and (vii) uncertainties related to regulatory processes and general changes in economic conditions, and in light of these risks and uncertainties actual results could differ materially from what is currently expected as set out above. For more exhaustive information on these risks and uncertainties you should refer to our annual information form dated March 4, 2019 and our other continuous disclosure documents which are available at www.sedar.com. Forward-looking information contained in this press release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time, whether as a result of new information, future events or otherwise, except as required by applicable securities law.