Full Press Release Details
Biosciences Issues $1,500,000 Convertible Debenture
AVIV, Israel, Nov. 26, 2018 /PRNewswire/ -- Therapix Biosciences Ltd. ("Therapix" or the "Company")
(NASDAQ: TRPX) a specialty, clinical-stage pharmaceutical company focusing on the development of cannabinoid-based treatments,
announces that the Company has entered into a securities purchase agreement in a private placement with YA II PN Ltd.
(the "Investor"), a fund managed by Yorkville Advisors Global, for up to $2.5 million in principal amount of
unsecured convertible debentures (the "Debentures"). Interest on the Debentures will accrue at a rate of
5% per annum and is payable upon the maturity date of the Debentures, being 12 months from the issuance of each Debenture. The
first tranche of $1.5 million of the Debentures was issued on November 23, 2018 and the Investor will receive 9,171 ADSs of the
Company as a commitment fee. Two other tranches of $500,000 each of the Debentures shall be purchased by the Investor conditional
on the passage of time and/or certain triggering events, including, among others, the earlier of the termination of the previously
announced acquisition of the Company by FSD Pharma Inc. and March 1, 2019. The Company shall pay the Investor additional commitment
fees upon issuance of each such tranche, to be paid at the Company's option in cash or ADSs of the Company.
and after the date of issue of the Debentures, the outstanding principal, together with accrued and unpaid interest, will be convertible,
at the option of the holder, into ADSs of the Company at the lower of $7.00 or 95% of the lowest daily VWAP during the 5 consecutive
trading days immediately preceding the conversion date.
addition, upon the consummation of the previously announced acquisition of the Company by FSD Pharma Inc., the Debentures
will automatically convert into shares of FSD Pharma Inc. as if the Debentures had previously been converted into ADSs at
$7.00 per ADS. The Investor has agreed to vote all ordinary shares (including those underlying ADSs) that it holds as of an
applicable record date in favour of the acquisition of the Company by FSD Pharma Inc.
that the ADSs are trading below $7.00 per ADS, the Company has the right to redeem the Debentures at 110% of the principal amount
of the Debentures plus accrued interest.
Investor has certain registration rights relating to the ADSs to be issued upon conversion of the Debentures.
Company intends to use the proceeds of the issuance of the Debentures to continue its pipeline development programs and for ongoing
Debentures and the ordinary shares issuable on conversion thereof have not been registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or any state securities law. Accordingly, the securities may not be offered
or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws. The Company has granted the holder of the Debenture registration
rights requiring the Company to register the ADSs of the company issuable upon conversion of the Debenture shall be deposited
under the Securities Act and applicable state securities laws.
Therapix Biosciences (Nasdaq: TRPX):
Therapix Biosciences Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of Senior Executives
and Scientists. Its focus is creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals.
With this focus, the company is currently engaged in the following drug development programs based on repurposing an FDA-approved
cannabinoid (Dronabinol): THX-110 for the treatment of Tourette syndrome (TS), for the treatment of Obstructive Sleep Apnea (OSA),
and the treatment of Pain; THX-130 for the treatment of Mild Cognitive Impairment (MCI) and Traumatic Brain Injury (TBI); THX-150
for the treatment of infectious diseases; and THX-160 for the treatment of pain. Please visit our website for more information
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal securities laws. Because such statements deal with future events and
are based on Therapix's current expectations, they are subject to various risks and uncertainties and actual results, performance
or achievements of Therapix could differ materially from those described in or implied by the statements in this press release.
For example, forward-looking statements in this press release include statements regarding the proposed FSD transaction. The forward-looking
statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed
under the heading "Risk Factors" in Therapix Biosciences Ltd.'s Annual Report on Form 20-F filed with the U.S. Securities
and Exchange Commission ("SEC") on April 30, 2018 and in subsequent filings with the SEC. Except as otherwise
required by law, Therapix disclaims any intention or obligation to update or revise any forward-looking statements, which speak
only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.