Vancouver, British Columbia, November 28, 2022 – Bright Minds Biosciences Inc. (CSE:DRUG) (NASDAQ:DRUG) (“Bright Minds” or the “Company”) is pleased to announce a non-brokered private placement of (i) pre-funded warrants of the Company (“PFWs”) at a price of $1.249 per PFW (the “PFW Offering”), and (ii) units of the Company (“Units”) at a price of $1.25 per Unit (the “Unit Offering”). The aggregate minimum gross proceeds of the Unit Offering and the PFW Offering, on a combined basis, is $1,000,000(the “Minimum Offering”) and the aggregate maximum gross proceeds of the Unit Offering and the PFW Offering, on a combined basis, is $2,050,000. The Company, in its sole discretion, may determine the number of PFWs issued pursuant to the PFW Offering and the number of Units issued pursuant to the Unit Offering,provided that the aggregate proceeds raised is equal to or above the Minimum Offering amount.
Each PFW is exercisable into one Unit at an exercise price of $0.001 per Unit on the date that is the earlier of (a) the date the holder thereof elects to exercise the PFWs and pays the exercise price therefor, and (b) 24 months from the date of closing (the “Closing Date”). Each Unit will be comprised of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Share (a “Warrant Share”) at a price of $1.35per Warrant Share for a period of 24 months from the Closing Date.
The Company intends to use the aggregate gross proceeds from the PFW Offering and the Unit Offering to complete the Phase 1 clinical trial for BMB-101 and a regulatory toxicology package and related activities for BMB-202. The Unit Offering and the PFW Offering may close on one or more dates as the Company may determine.
The Company may pay a finder’s fee in connection with the Unit Offering and PFW Offering to eligible arm’s length finders in accordance with the policies of the Canadian Securities Exchange.
All securities issued in connection with the PFW Offering will be subject to a statutory hold period of four months and one day following the Closing Date in accordance with applicable Canadian securities laws.
The Unit Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Unit Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the Unit Offering that can be accessed under the Company’s profile at www.sedar.com and at https://brightmindsbio.com/.Prospective investors should read this offering document before making an investment decision.
The securities issued pursuant to the PFW Offering and the Unit Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Bright Minds
Bright Minds is focused on developing novel transformative treatments for neuropsychiatric disorders, epilepsy, and pain. Bright Minds has a portfolio of next-generation serotonin agonists designed to target neurocircuit abnormalities that are responsible for difficult to treat disorders such as resistant epilepsy, treatment resistant depression, PTSD, and pain. The Company leverages its world-class scientific and drug development expertise to bring forward the next generation of safe and efficacious drugs. Bright Minds’ drugs have been designed to potentially retain the powerful therapeutic aspects of psychedelic and other serotonergic compounds, while minimizing the side effects, thereby creating superior drugs to first-generation compounds, such as psilocybin.
Investor Contacts:
Lisa Wilson
T: 917-543-9932
Ian McDonald
CEO and Director
T: 647 407 2515
This news release contains “forward-looking information” which may include, but is not limited to, statements with respect to expectations about the intended date Dr. Smith becomes CMO, his work in respect of the Company’s development pipeline and the proposed use of BMB-101 to treat Dravet Syndrome. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Additional risk factors can also be found in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances, management’s estimates or opinions should change, except as required by securities legislation. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
