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Stem Cell Therapeutics Completes $33 Million Private Placement

Published: Friday, December 20, 2013
Last Updated: Friday, December 20, 2013
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Financing proceeds used to advance the Company’s CD47 cancer stem cell program.

Stem Cell Therapeutics Corp. has announced that it has raised gross proceeds of $33 million through a private placement of units. The financing proceeds will be used to advance the Company’s CD47 cancer stem cell program through IND-enabling studies, manufacturing and phase 1 clinical trials.

“The transformation of Stem Cell Therapeutics into a global competitor in the immuno oncology space requires a value-driving asset backed by world class science, access to significant capital, experienced leadership, as well as a strong and knowledgeable investor base. As of today we have all those components,” commented the company’s CEO, Dr. Niclas Stiernholm.

The financing was led by a prominent U.S. healthcare fund, with participation from several other premier U.S. healthcare institutional investors, including Special Situations Funds, Ridgeback Capital, Merlin Nexus, Sabby Capital, venBio, Opaleye Management and HSMR Advisors. Bloom Burton & Co. acted as lead agent for the private placement. ROTH Capital Partners, LLC acted as placement agent in the United States.

“The significant investment and validating sponsorship from these reputable life science focused funds is the result of a concentrated effort to introduce the U.S. investment community to our CD47 immune checkpoint program since the acquisition of Trillium Therapeutics in April 2013,” added Dr. Stiernholm.

In connection with the offering, the Company issued 157,142,858 units at a price of $0.21 each. The units consisted of either one common share and three-quarters of a common share purchase warrant (“Common Share Units”) or one Series 1 Non-Voting First Preferred Share and three-quarters of a common share purchase warrant (“Preferred Share Unit”). Of the total Units issued, 79,247,693 units were Common Share Units and 77,895,165 units were Preferred Shares Units. Each whole warrant entitles the holder to purchase one common share at a price of $0.28 at any time prior to expiry on December 13, 2018. Following the offering, the Company has 121,752,380 common shares issued and outstanding (144,031,618 on a fully diluted basis).

The Company paid its agents a commission of 6% of the gross proceeds of the offering (excluding subscription proceeds from certain President’s list subscribers), or $1,053,116, and issued a number of compensation warrants equal to 6% of the units sold in the offering (except units sold to President’s list subscribers), or 5,014,839 compensation warrants. Each compensation warrant entitles the holder to acquire one common share at an exercise price of $0.21 prior to expiry on December 13, 2015.

All securities issued under the offering (including the compensation warrants), in Canada are subject to a four month hold and resale restrictions under Canadian securities law, and in the United States are subject to statutory resale restrictions under U.S. securities laws.

All securities issued under the offering are also subject to a four month hold imposed under the policies of the TSX Venture Exchange.

Subscribers who purchased Preferred Share Units and certain subscribers who purchased Common Share Units also agreed to be subject to restrictions on the conversion and exercise of securities of the Company convertible in common shares. Such subscribers cannot convert or exercise securities of the Company convertible into common shares if, after giving effect to the exercise of conversion, the subscriber and its joint actors would have beneficial ownership or direction or control over common shares in excess of 4.99% of the then outstanding common shares. This limit can be raised at the option of the subscriber on 61 days prior written notice: (i) up to 9.99%, (ii) up to 19.99%, subject to stock exchange clearance of a personal information form submitted by the subscriber, and (iii) above 19.99%, subject to stock exchange approval and shareholder approval.

Subject to receipt of any required regulatory approvals, subscribers who purchased a minimum of 10% of the securities sold under the offering have been given rights to purchase securities of the Company in future financings to enable each such subscriber to maintain its percentage holding in the Company for so long as the subscriber holds at least 10% of the outstanding common shares on a fully-diluted basis.

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