/THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES/
CALGARY, May 19, 2015 /CNW/ - Zenith Epigenetics Corp. ("Zenith" or the "Company") today announced that it has closed a private placement of 4,000,000 common shares at a price of US$1.00 per share for gross proceeds of US$4,000,000 (the "Private Placement") to Eastern Capital Limited ("Eastern"). The shares are subject to a four month hold period.
After giving effect to the Private Placement, Eastern holds 23,200,000 common shares of Zenith, representing approximately 23.6% of Zenith's issued and outstanding common shares. Eastern also holds 2,048,640 common share purchase warrants of Zenith.
Pursuant to the terms of the Private Placement, in the event that Zenith completes an equity financing within 180 days and the price per share is lower than US$1.00, the price per share paid by Eastern will be adjusted to the lower price per share and Eastern will, accordingly, receive additional common shares for no additional consideration. Furthermore, in the event that Zenith completes an equity financing within 180 days and Zenith issues or grants additional securities, contractual rights or entitlements to any of the subscribers, then Zenith shall issue or grant the same additional securities, contractual rights or entitlements to Eastern.
The Private Placement was a related party transaction within the meaning of applicable Canadian securities laws as Eastern is an insider of Zenith. The transaction was exempt from the formal valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction was less than 25 percent of Zenith's market capitalization, as determined by the Board of Directors of the Company. Zenith did not file a material change report more than 21 days prior to closing as contemplated by the related party transaction requirements as the insider participation was only recently confirmed.
Zenith intends to use the net proceeds from the offering to fund research and development activities, general and administrative expenses, increased working capital and for other general corporate purposes.
The securities issued under the offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of Zenith's securities in the United States.
About Zenith
Zenith Epigenetics Corp. is a biotechnology company developing best-in-class bromodomain (BET) inhibitors for the treatment of cancer and autoimmune disorders in targeted populations with significant unmet medical need. The Company's epigenetic platform of innovative biology and chemistry has generated differentiated, potent and selective BET inhibitors. Zenith's goal is to become a leading epigenetic company translating bromodomain biology into impactful therapies. Zenith's lead product is a pan selective BET inhibitor being developed for hematological malignancies and solid tumors. Zenith is targeting the second half of 2015 to file an IND for hematological malignancies and solid tumors. To learn more, please visit us at www.zenithepigenetics.com.
SOURCE Zenith Epigenetics Corp.
