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Not for Distribution or Dissemination Into the United States or Through U.S. Newswire Services
Antibe Therapeutics Inc. ("Antibe" or the "Company") (TSX:ATE) is pleased to announce that, further to its press release dated May 7, 2021, the Company has completed its previously announced amalgamation transaction (the "Transaction") to combine Antibe with Antibe Holdings Inc. ("Holdings"). Antibe was founded with an exclusive intellectual property license from Holdings to develop and commercialize the Company’s pipeline drugs. The license obligated the Company to pay royalties to Holdings on revenues derived from this intellectual property. Pursuant to the Transaction, the Company has acquired full ownership of Holdings’ patent portfolio, eliminating the royalty liability on future revenues.
The Transaction was completed by way of three-cornered amalgamation pursuant to which Holdings amalgamated with a newly incorporated subsidiary of the Company, resulting in Holdings becoming a wholly owned subsidiary of Antibe. In consideration, Antibe issued an aggregate of 5,873,092 common shares in the capital of the Company ("Common Shares") to acquire all of the issued and outstanding shares of Holdings. The shares issued pursuant to the Transaction account for approximately 11.4% of the ownership of the Company on a post-Transaction basis. Common Shares issued to the Company’s insiders, who collectively held approximately 37.5% of the outstanding shares of Holdings, are subject to lock up agreements with half of the Common Shares received in connection with Transaction to be released on September 30, 2021 and the balance to be released on January 28, 2022.
As part of the Transaction, Antibe intends to complete a vertical short-form amalgamation to amalgamate itself with Holdings and carry on as one entity under the existing corporate name "Antibe Therapeutics Inc." The Transaction was conditionally approved by the Toronto Stock Exchange and remains subject to receipt of standard closing documentation.
The securities issued pursuant to the Transaction have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This press 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Antibe Therapeutics Inc.
Antibe is leveraging its proprietary hydrogen sulfide platform to develop next-generation safer therapies to address inflammation arising from a wide range of medical conditions. The Company’s current pipeline includes three assets that seek to overcome the gastrointestinal ("GI") ulcers and bleeding associated with nonsteroidal anti-inflammatory drugs ("NSAIDs"). Antibe’s lead drug, otenaproxesul, is entering Phase III for the treatment of osteoarthritis pain. Additional assets under development include a safer alternative to opioids for peri-operative pain, and a GI-protective alternative to low-dose aspirin. The Company’s next target is inflammatory bowel disease ("IBD"), a condition long in need of safer, more effective therapies. Learn more at antibethera.com.
Forward Looking Information
This news release includes certain forward-looking statements, which may include, but are not limited to, receipt of final acceptance by the Toronto Stock Exchange and the proposed licensing and development of drugs and medical devices. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "will", "anticipate", "believe", "plan", "estimate", "expect", "intend", "propose" and similar wording. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or implied in this news release. Factors that could cause actual results to differ materially from those anticipated in this news release include, but are not limited to, the Company’s inability to secure additional financing and licensing arrangements on reasonable terms, or at all, its inability to execute its business strategy and successfully compete in the market, and risks associated with drug and medical device development generally. Antibe Therapeutics assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements except as required by applicable law.
The Toronto Stock Exchange has neither approved nor disapproved the information contained therein.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210603005261/en/
Antibe Therapeutics Inc.
VP Investor Relations