Vancouver, British Columbia, Canada, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Origin Therapeutics Holdings Inc. (“Origin” or the “Company”) is pleased to announce the closing of a private placement offering (the “Offering”) of 5,965,000 subscription receipts (“Subscription Receipts”) of Safe Supply Streaming Co. Ltd. (“Safe Supply”) at a price of $0.40 per Subscription Receipt for aggregate gross proceeds of approximately $2,386,000.
Details of the Offering
The Offering consisted of a brokered private placement by Research Capital Corporation as sole agent and sole bookrunner (the “Agent” or “RCC”) on a commercially reasonable “best efforts” basis of 2,450,000 Subscription Receipts for aggregate gross proceeds of $980,000 (the “Brokered Offering”) and a concurrent non-brokered private placement of subscription receipts for aggregate gross proceeds of $1,406,000 (the “Non-Brokered Offering”). The Offering was completed in connection with a business combination transaction (the "Transaction") between Origin and Safe Supply, that will constitute a reverse takeover of Origin by Safe Supply, and which is expected to result in the listing of the shares (the "Resulting Issuer Shares") of the issuer that will exist upon completion of the Transaction (the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE").
Safe Supply may increase the size of the Offering, provided that the total Subscription Receipts issued under the Offering does not exceed 10,000,000, and the aggregate gross proceeds raised under the offering does not exceed $4,000,000. Any such increase in the size of the Offering may be completed under the Brokered Offering, the Non-Brokered Offering, or both and may take place in one or more tranches.
Upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), each Subscription Receipt shall be automatically converted, without any further action by the holder of such Subscription Receipt (and for no additional consideration), and subject to adjustment in certain circumstances, for one common share in the capital of Safe Supply (each, an “Underlying Share”). Each Underlying Share will be subsequently automatically exchanged, without payment of any additional consideration or further action on the part of the holder, for one Resulting Issuer Share (as defined above).
The gross proceeds of the Offering, net of the Agents' expenses incurred as of the closing (the "Escrowed Funds"), are being held in escrow pursuant to the terms of a subscription receipt agreement dated August 1, 2023 between Safe Supply, Origin, the Agent and Olympia Trust Company, as registrar and transfer agent for the Subscription Receipts and as escrow agent for the Escrowed Funds (the "Subscription Receipt Agreement"). Upon satisfaction or waiver of the Escrow Release Conditions, the Escrowed Funds together with any interest earned thereon, will be released to Safe Supply (and the Agent in respect of the Agent’s Fee (as defined below), Agent’s Advisory Fee (as defined below) and Agent’s expenses incurred following the closing) in accordance with the terms set out in the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived within 120 days following closing of the Offering (or as extended in accordance with the terms of the Subscription Receipt Agreement), the Subscription Receipts will be cancelled without any further action and the Escrowed Funds together with any interest earned thereon will be returned to subscribers on a pro rata basis.
In connection with the Offering, following the satisfaction of the Escrow Release Conditions, the Agent will also receive an aggregate cash fee equal to $68,600 (the "Agent's Fee"). The Agent was also issued: (i) 77,750 compensation options (the "Compensation Options"), each exercisable to acquire one underlying Common Share (or common share of the Resulting Issuer following the completion of the Transaction) for a period of 24 months following the listing of the resulting issuer's common shares on the CSE; and (ii) the Agent will receive an advisory fee equal to $49,210 and 246,050 advisory warrants (the "Advisory Warrants"), for providing advice and assistance in connection with the non-brokered portion of the Offering. Each Advisory Warrant is exercisable to acquire one underlying Common Share (or common share of the resulting issuer following completion of the Transaction), on the same terms as the Compensation Options.
Subscribers in the Offering entered into lock-up agreements restricting the sale, transfer, pledge, assignment, or other disposal of any securities of the Safe Supply or the Resulting Issuer owned, directly or indirectly by such subscriber (subject to customary exceptions for (a) transfers among affiliates for tax or other planning purposes and (b) tenders to a bona fide takeover bid) for a period of six (6) months. Under the lock-up agreement, 50% of the subject securities will be released upon listing of the Resulting Issuer Shares on the CSE and the remaining 50% will released on the date that is six (6) months after the Listing Date.
Safe Supply intends to use net proceeds from the Offering for general corporate purposes and to make investments into the emerging Safe Supply ecosystem tackling the system illicit drug problem worldwide.
About Origin
Origin is an investment issuer that has historically focused on making equity investments in psychedelics-industry-related companies to provide investors with diverse exposure to the sector. On December 8, 2022, Origin announced that its board of directors had initiated a review process to consider, review and evaluate strategic alternatives for Origin.
For more information
Michael Galego
Interim Chief Executive Officer and Director
Origin Therapeutics Holdings Inc.
(604) 416-4099
Forward-Looking Information and Statements
Certain statements in this news release related to the Company and Safe Supply are forward-looking statements and are prospective in nature, including but not limited to the express or implied statements and assumptions regarding the intention of Origin and Safe Supply to complete the Transaction and the Private Placement, and to satisfy the Escrow Release Conditions. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. In particular, there is no guarantee that the parties will successfully enter into the Definitive Agreement or complete the Transaction or Private Placement contemplated herein, that Origin will obtain any of the required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on the CSE. These forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, “will” or “continue”, or the negative thereof or similar variations. There are numerous risks and uncertainties that could cause actual results and the Company’s and Safe Supply’s plans and objectives to differ materially from those expressed in the forward-looking information, including but not limited to adverse market conditions and risks inherent in the Company’s and Safe Supply’s business in general. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this press release. Except as required by applicable law, the Company and Safe Supply do not intend to update these forward-looking statements.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
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