DelMar Pharmaceuticals (DMPI) and Adgero is planning to merged ealier than expected. Shareholders within DelMar Pharmaceuticals approved all proposals regarding the merger.
DelMar Pharmaceuticals (DMPI) announced today that all proposals related to the proposed merger between DelMar and Adgero were approved by DelMar’s stockholders at a special meeting held on August 14, 2020. The holders of a majority of the outstanding shares of common stock of Adgero have also issued their written consent approving the merger. The proposed merger remains subject to further customary closing conditions. DelMar expects the closing of the merger to occur in August 2020.
Upon closing of the transaction, the combined company will change its name to “Kintara Therapeutics, Inc.” and it is anticipated that the shares will commence trading on the Nasdaq Capital Market under the ticker symbol “KTRA.”
DelMar Pharmacueticals (DMPI)’s Private Placement
The company announced today that it has entered into definitive agreements with investors providing for the sale and issuance of up to 19,587 shares of its Series C Convertible Preferred Stock (the “Preferred Stock”) at a purchase price of $1,000 per share in a private placement offering priced at-the-market under the rules of the Nasdaq Stock Market. The Preferred Stock is convertible into shares of DelMar common stock at a conversion price of $1.16 per share. The offering is expected to result in gross proceeds to DelMar of up to approximately $19.6 million.
The private placement is expected to close concurrently with DelMar’s previously announced proposed merger with Adgero Biopharmaceuticals Holdings, Inc. (“Adgero”) on or about August 19, 2020, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering for the previously announced registration study for VAL-083 in newly diagnosed and recurrent glioblastoma multiforme (GBM), the 15-patient REM-001 confirmatory lead-in study intended to continue seamlessly into a full Phase 3 pivotal study for Cutaneous Metastatic Breast Cancer (CMBC), and for working capital. Also, as previously disclosed, the GBM trial will be executed through the Company’s partnership with Global Coalition for Adaptive Research (GCAR) through the Glioblastoma Adaptive Global Innovative Learning Environment (GBM AGILE) Study, an adaptive clinical trial platform in GBM.
The Preferred Stock accrues dividends payable in shares of DelMar common stock on the first four anniversaries of the closing of the private placement as long as the Preferred Stock has not been converted with percentages ranging from 10% in year one to 25% in year four.
The shares of Preferred Stock described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and, along with the common shares issuable upon their exercise or payable as dividends pursuant to the Preferred Stock, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
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