Full Press Release Details
DelMar Announces $19.6 Million Private
Placement Priced At-The-Market
SAN DIEGO, August 18, 2020 - 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.
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.
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.