VANCOUVER and HOUSTON, Aug. 27,
2019 /CNW/ - ESSA Pharma Inc. (NASDAQ: EPIX; TSXV: EPI)
("ESSA" or the "Company"), a pharmaceutical company focused on
developing novel therapies for the treatment of prostate cancer, is
pleased to announce that, further to its previously announced
equity offering, it has closed a public offering of equity
securities of the Company in Canada and a concurrent private placement of
equity securities in the United
States for aggregate gross proceeds of US$36 million (the "Offering"). The Offering was
led by Soleus Capital and included RA Capital Management as a new
investor. Existing investors, including BVF Partners LP, Omega
Funds, and Eventide Funds, among others, also participated in the
Offering.
The Company intends to use the net proceeds of the Offering
primarily to complete the Phase 1 dose-escalation and extension
studies, Phase 1 combination studies with recent anti-androgens and
initiate Phase II studies. In addition, the Company plans to
conduct preclinical studies with EPI-7386 in additional prostate
and breast cancer models as well as to continue the development of
additional Aniten molecules. According to current plans, the net
proceeds combined with the company's current cash reserves are
expected to provide sufficient cash resources through 2022.
The Offering was completed in each of the provinces of
British Columbia, Alberta and Ontario by way of a prospectus supplement
dated August 23, 2019 to ESSA's base
shelf prospectus dated July 12, 2018
and in the United States on a
private placement basis pursuant to Rule 506(c) of Regulation D
under the Securities Act of 1933, as amended (the "U.S. Securities
Act"). Pursuant to the Offering, ESSA issued a total of 6,080,596
common shares and 11,919,404 pre-funded warrants in lieu of common
shares of the Company at a price of US$2.00 per security for
aggregate gross proceeds of US$36,000,000. Each pre-funded warrant
(together with the common shares, the "Securities") entitles the
holder thereof to acquire one common share at a nominal exercise
price for a period of 60 months following the closing of the
Offering.
The Offering was undertaken on a best efforts basis pursuant to
the terms and conditions of an agency agreement (the "Agency
Agreement") dated August 23, 2019
between the Company and Bloom Burton Securities, Inc. ("Bloom
Burton") as the Company's sole agent for the Offering in
Canada. Oppenheimer & Co. Inc.
("Oppenheimer", together with Bloom Burton, the "Agents") acted as
the exclusive U.S. placement agent. The Agents were paid a cash
commission equal to 7.0% of the gross proceeds of the Offering
(except in respect of Securities issued to certain specified
purchasers, in which case the cash commission was reduced to
3.5%).
The issuance of the common shares under the Offering constitutes
a related-party transaction under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") due to the participation by certain
insiders of the Company. These transactions are exempt from the
formal valuation and minority shareholder approval requirements of
MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as
neither the fair market value of any securities issued to nor the
consideration paid by such persons exceeds 25.0% of the Company's
market capitalization.
The Securities have not been registered under the U.S.
Securities Act or any state securities laws, and accordingly, they
may not be offered or sold to, or for the account or benefit of,
persons in the United States, or
"U.S. persons," as such term is defined in Regulation S promulgated
under the U.S. Securities Act ("U.S. Persons"), except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom.
About ESSA Pharma Inc.
ESSA is a pharmaceutical
company focused on developing novel and proprietary therapies for
the treatment of castration-resistant prostate cancer ("CRPC") in
patients whose disease is progressing despite treatment with
current therapies. ESSA's proprietary "aniten" compounds bind to
the N-terminal domain of the androgen receptor ("AR"), inhibiting
AR driven transcription and the AR signaling pathway in a unique
manner which bypasses the drug resistance mechanisms associated
with current anti-androgens. The Company is currently progressing
IND-enabling studies and expects to file an IND with the FDA for
EPI-7386 in the first calendar quarter of 2020. For more
information, please visit www.essapharma.com or follow us on
Twitter under @ESSAPharma.
About Prostate Cancer
Prostate cancer is the
second-most commonly diagnosed cancer among men and the fifth most
common cause of male cancer death worldwide (Globocan, 2018).
Adenocarcinoma of the prostate is dependent on androgen for tumor
progression and depleting or blocking androgen action has been a
mainstay of hormonal treatment for over six decades. Although
tumors are often initially sensitive to medical or surgical
therapies that decrease levels of testosterone, disease progression
despite castrate levels of testosterone generally represents a
transition to the lethal variant of the disease, metastatic CPRC
("mCRPC"), and most patients ultimately succumb to the illness. The
treatment of mCRPC patients has evolved rapidly over the past five
years. Despite these advances, additional treatment options are
needed to improve clinical outcomes in patients, particularly those
who fail existing treatments including abiraterone or enzalutamide,
or those who have contraindications to receive those drugs. Over
time, patients with mCRPC generally experience continued disease
progression, worsening pain, leading to substantial morbidity and
limited survival rates. In both in vitro and in vivo animal
studies, ESSA's novel approach to blocking the androgen pathway has
been shown to be effective in blocking tumor growth when current
therapies are no longer effective.
Forward-Looking Statement Disclaimer
This release
contains certain information which, as presented, constitutes
"forward-looking information" within the meaning of the Private
Securities Litigation Reform Act of 1995 and/or applicable Canadian
securities laws. Forward-looking information involves statements
that relate to future events and often addresses expected future
business and financial performance, containing words such as
"anticipate", "believe", "plan", "estimate", "expect", and
"intend", statements that an action or event "may", "might",
"could", "should", or "will" be taken or occur, or other similar
expressions and includes, but is not limited to, statements about
the intended use of proceeds of the Offering and the expectation as
to having sufficient funding through 2022.
Forward-looking statements and information are subject to
various known and unknown risks and uncertainties, many of which
are beyond the ability of ESSA to control or predict, and which may
cause ESSA's actual results, performance or achievements to be
materially different from those expressed or implied thereby. Such
statements reflect ESSA's current views with respect to future
events, are subject to risks and uncertainties and are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by ESSA as of the date of such statements,
are inherently subject to significant medical, scientific,
business, economic, competitive, political and social uncertainties
and contingencies. In making forward looking statements, ESSA may
make various material assumptions, including but not limited to (i)
the accuracy of ESSA's financial projections; (ii) obtaining
positive results of clinical trials; (iii) obtaining necessary
regulatory approvals; and (iv) general business, market and
economic conditions.
Forward-looking information is developed based on assumptions
about such risks, uncertainties and other factors set out herein
and in ESSA's Annual Report on Form 20-F dated December 13, 2018 under the heading "Risk
Factors", a copy of which is available on ESSA's profile on the
SEDAR website at www.sedar.com, ESSA's profile on EDGAR at
www.sec.gov, and as otherwise disclosed from time to time on ESSA's
SEDAR profile. Forward-looking statements are made based on
management's beliefs, estimates and opinions on the date that
statements are made and ESSA undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as may be required by
applicable Canadian and United
States securities laws. Readers are cautioned against
attributing undue certainty to forward-looking statements.
Neither the TSXV nor its Regulation Service Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
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SOURCE ESSA Pharma Inc