SAN DIEGO, Aug. 18, 2020 /PRNewswire/ -- DelMar
Pharmaceuticals, Inc. (Nasdaq: DMPI) ("DelMar" or 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. Upon closing of
the transactions, DelMar will change its name to "Kintara
Therapeutics, Inc." and it is anticipated that the shares of common
stock will commence trading on the Nasdaq Capital Market under the
ticker symbol "KTRA."
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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
About DelMar
Located in San Diego,
California, DelMar is focused on the development and
commercialization of new therapies for cancer patients who have
limited or no treatment options. By focusing on understanding tumor
biology and mechanisms of treatment resistance, DelMar identifies
biomarkers to personalize new therapies in indications where
patients are failing, or are unable to
tolerate, standard-of-care treatments.
DelMar's current pipeline is based
around VAL-083, a "first-in-class", small-molecule
chemotherapeutic with a novel mechanism of action that has
demonstrated clinical activity against a range of cancers,
including central nervous system, ovarian and other solid tumors
(e.g. NSCLC, bladder cancer, head and neck) in U.S. clinical trials
sponsored by the National Cancer Institute (NCI). Based on DelMar's
internal research programs and these
prior NCI-sponsored clinical studies, DelMar is
conducting clinical trials to support the development and
commercialization of VAL-083 to solve significant unmet
medical needs.
VAL-083 is being studied in two collaborator-supported,
biomarker-driven Phase 2 clinical trials for MGMT-unmethylated GBM.
Overcoming MGMT-mediated resistance represents a significant unmet
medical need in the treatment of GBM. In addition, DelMar has
announced the allowance of a separate IND for VAL-083 as
a potential treatment for platinum-resistant ovarian cancer.
About Adgero
Adgero is a biopharmaceutical company focused on building a
pipeline by advancing its proprietary late stage photodynamic
therapy ("PDT") platform that holds promise as a localized
cutaneous or visceral tumor treatment. Additionally, PDT has immune
activating properties and has potential therapeutic utility in
oncology as a combination therapy in conjunction with
immunotherapies. It is also being investigated in the
cardiovascular setting as treatment for hemodialysis access
failure. Adgero's lead product
candidate, REM-001 therapy, has been previously studied
in four Phase 2/3 clinical trials in patients with CMBC, who had
previously received chemotherapy and/or failed radiation therapy.
With clinical efficacy to date of 80% complete responses of CMBC
evaluable lesions and with an existing robust safety database of
approximately 1,100 patients across multiple indications, Adgero is
currently focused on advancing the REM-001 program to
late stage pivotal testing.
Forward-Looking Statements
This press release contains forward-looking statements based
upon DelMar's and Adgero's current expectations. This communication
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are identified by terminology such as "may," "should,"
"expects," "plans," "anticipates," "could," "intends," "target,"
"projects," "contemplates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of these terms or other
similar words. These statements are only predictions. DelMar and
Adgero have based these forward-looking statements largely on their
then-current expectations and projections about future events, as
well as the beliefs and assumptions of management. Forward-looking
statements are subject to a number of risks and uncertainties, many
of which involve factors or circumstances that are beyond each of
DelMar's and Adgero's control, and actual results could differ
materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited
to: (i) risks associated with the timing of the closing of the
proposed private placement and merger transaction, including the
risks that a condition to closing would not be satisfied within the
expected timeframe or at all or that the closing of the proposed
merger transaction will not occur; (ii) the outcome of any
legal proceedings that may be instituted against the parties and
others related to the merger agreement; (iii) the occurrence
of any event, change or other circumstance or condition that could
give rise to the termination of the merger agreement,
(iv) unanticipated difficulties or expenditures relating to
the proposed merger transaction, the response of business partners
and competitors to the announcement of the proposed merger
transaction, and/or potential difficulties in employee retention as
a result of the announcement and pendency of the proposed merger
transaction; (v) whether the combined business of Adgero and
DelMar will be successful, and (vi) those risks detailed in
DelMar's most recent Annual Report on Form 10-K and
subsequent reports filed with the SEC, as well as other documents
that may be filed by DelMar from time to time with the SEC.
Accordingly, you should not rely upon forward-looking statements as
predictions of future events. Neither DelMar nor Adgero can assure
you that the events and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual
results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made. Except as required by applicable law or
regulation, DelMar and Adgero undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events. Investors should not assume
that any lack of update to a previously issued "forward-looking
statement" constitutes a reaffirmation of that statement.
Additional Information and Where to Find It
This press release is for informational purposes only and does
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any securities or a solicitation of any vote
or approval. This press release relates to the proposed merger of
DelMar and Adgero. In connection with the proposed merger, DelMar
filed a registration statement on Form S-4 (No. 333-239215), which
includes the joint proxy statement/prospectus. The registration
statement was declared effective by the SEC on July 2, 2020, and DelMar commenced mailing the
Joint Proxy Statement/Prospectus on or about July 2, 2020. DelMar will file other documents
regarding the proposed merger transaction with the U.S. Securities
and Exchange Commission (the "SEC"). No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933,
as amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
THE PROPOSED MERGER. A definitive proxy statement/prospectus will
be sent to DelMar's stockholders. Investors and security holders
will be able to obtain these documents (when available) free of
charge from the SEC's website at www.sec.gov. The documents filed
by DelMar with the SEC may also be obtained free of charge from
DelMar by requesting them by mail at DelMar Pharmaceuticals, Inc.,
12707 High Bluff Drive, Suite 200, San
Diego, CA 92130.
DelMar:
Investors:
CORE IR
516-222-2560
ir@coreir.com
Media:
Jules
Abraham
Head of Public Relations
CORE IR
917-885-7378
julesa@coreir.com
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SOURCE DelMar Pharmaceuticals, Inc.
