Calgary, Alberta – Marvel Biosciences Corp. (“Marvel” or the “Company”) announced today its intention to complete a non-brokered private placement offering of unsecured convertible debentures (“Debentures”) in the principal amount of up to $1,500,000 (the “Private Placement”). The Debentures will bear interest at the rate of eight percent (8%) per annum, payable annually and will mature on the date that is three years from the closing date. Interest may be repaid in cash or Common Shares, at the option of the Company, based on the 20 day volume weighted average trading price of the Common Shares on the TSX Venture Exchange, calculated 3 days prior to the payment date, subject to the minimum price permitted by the TSX Venture Exchange (and subject to approval of the TSX Venture Exchange). The Debentures will be convertible at the holder’s option into common shares of the Company (“Common Shares”) at a conversion price of $0.12 per Common Share. The Company can force conversion of the Debentures into Common Shares if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.60 per Common Share for a minimum of 10 consecutive trading days (whether or not trading occurs on such days).
The closing of the Private Placement is expected to occur on or about February 24, 2023, and is subject to regulatory approval, including approval of the TSX Venture Exchange. For further details on the Private Placement, please contact the Company. All securities issued in connection with the Private Placement will be subject to a hold period of four months from the date of closing. The net proceeds from the Private Placement will be used to fund pre-clinical, Good Lab Practice (GLP) testing and toxicology experiments prior to clinical trials, in addition to support general corporate and working capital requirements of the Company.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Marvel Biosciences Corp.
Marvel Biosciences Corp., and its wholly owned subsidiary, Marvel Biotechnology Inc., is a Calgary-based pre-clinical stage pharmaceutical development biotechnology company that utilizes a “drug redevelopment” approach to drug development. Historically, when a new class of drug is developed, it is optimized for a particular target, but typically only approved for a specific disease. Often, a new disease is identified which involves the same target, however, pending the remaining patent life, the originally approved drug may not have sufficient time left for it to be commercially viable to be developed for the new disease indication. Marvel develops new synthetic chemical derivatives of the original approved drug for the new disease indication. Patent protection is sought, as the new potential asset is developed by the Company. The Company believes the business model results in significantly less risk, cost and time to develop its assets compared to traditional biotechnology companies.
Marvel Biotechnology Inc. has currently developed several new chemical entities, using synthetic chemical derivatives of known, off-patent drugs, that inhibit the A2a adenosine receptor with application to neurological diseases (depression & anxiety, Alzheimer’s, ADHD), and the non-neurological conditions of cancer and non-alcoholic steatohepatitis. Marvel is also exploring additional undisclosed targets to expand its asset pipeline.
Investor Relations Marvel Biosciences Corp.
Virtus Advisory Group Roderick (Rod) Matheson, Chief Executive Officer or
Tel: 416-644-5081 Dr. Mark Williams, President, and Chief Science Officer
Tel: 403 770 2469
Forward Looking Statements
This press release contains certain statements which constitute forward-looking statements or information (“forward-looking statements”), including statements regarding Marvel’s business and the proposed Private Placement. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Marvel’s control, including the impact of general economic conditions, industry conditions, currency fluctuations, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Marvel believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward looking information. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Marvel does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.