06:34:26 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
CA



BioAmber Inc
Symbol BIOA
Shares Issued 52,013,774
Close 2018-02-08 C$ 0.24
Market Cap C$ 12,483,306
Recent Sedar Documents

BioAmber underwriter cancels public offering

2018-02-09 09:38 ET - News Release

An anonymous director reports

BIOAMBER INC. ANNOUNCES REGISTERED DIRECT OFFERING; TERMINATION OF UNDERWRITING AGREEMENT FOR PREVIOUSLY-ANNOUNCED PUBLIC OFFERING

BioAmber Inc. has entered into definitive agreements with certain institutional investors to purchase an aggregate of 46.67 million Series A units (or equivalent Series B units), with each Series A unit consisting of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock, and each Series B unit consisting of one prefinanced warrant to purchase one share of common stock, one Series A warrant to purchase one share of common stock, one Series B warrant to purchase one share of common stock and one Series C warrant to purchase shares of common stock (subject to adjustment), at a price to the purchasers of 15 U.S. cents per Series A unit and 14.9 U.S. cents per Series B unit.

The Series A warrants have an exercise price of 15 U.S. cents and a term of six months, exercisable upon the date of issuance. The Series B warrants have an exercise price of 15 U.S. cents and a term of five years, exercisable upon the date of issuance. The prefinanced warrants have an exercise price of 15 U.S. cents per share, which will be prepaid upon issuance, except for a nominal exercise price of 0.1 U.S. cent per share and, consequently, no additional payment or other consideration (other than the nominal exercise price of 0.1 U.S. cent per share) will be required to be delivered to the company by the holder upon exercise of the prefinanced warrants. The Series C warrants have a nominal exercise price of 0.001 U.S. cent per share and, consequently, no additional payment or other consideration (other than the nominal exercise price of 0.001 U.S. cent per share) will be required to be delivered to the company by the holder upon exercise of the Series C warrants. The prefinanced warrants and the Series C warrants will be exercisable upon the date of issuance until exercised in full. The shares of common stock and the warrants will be immediately separable and will be issued separately.

The number of shares underlying the Series C warrants is initially zero, but may be increased at the end of the fifth trading day following the public announcement of this offering (or such earlier trading day on which 90 per cent of the company's daily volume weighted average price of the company's common stock on the company's trading market on such date is equal to or less than five cents), to an amount equal to the difference between subscription amount of each purchaser of the Series A or B units divided by the lesser of (a) the original per-unit purchase price of the Series A or B units and (b) the greater of (i) 90 per cent of the lowest daily volume weighted average price of the company's common stock on the company's trading market during the five trading days including and immediately prior to such date and (ii) five cents, and (2) the sum of the number of shares of common stock and prefinanced warrants, if any, issued to the purchaser at the closing of this offering.

The per-share exercise prices of the Series A warrants and the Series B warrants may be decreased (but not increased) at the end of the fifth trading day following the public announcement of this offering, to an amount equal to the lesser of (a) the then exercise price, as adjusted, and (b) the greater of (i) 90 per cent of the lowest daily volume weighted average price of the company's common stock on the company's trading market during the five trading days including and immediately prior to such date and (ii) five cents, and the number of shares issuable under the Series A warrants and Series B warrants will be increased such that the aggregate exercise price payable thereunder, after taking into account the adjusted exercise price, will be equal to the aggregate exercise price prior to the trigger date.

In addition, if at any time while any of the warrants are still outstanding, the company issues common stock or any type of securities giving the holders thereof the right to purchase common stock at a price below the purchase price (as adjusted) of the prefinanced warrants or the exercise price of the Series A warrants and the Series B warrants, the purchasers will have full-ratchet anti-dilution protection on any outstanding prefinanced warrants (via an increase in the number of shares of common stock underlying the prefinanced warrants) and the Series A warrants and Series B warrants (via a decrease in the exercise price per share thereof), subject to a five-cent floor.

The aggregate gross proceeds to the company (assuming no exercise of the warrants) are approximately $7.0-million (U.S.), before deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. is acting as the exclusive placement agent in connection with this offering.

The closing of the offering is subject to customary closing conditions, and the quotation of the company's common stock on a United States trading market, including the OTCBB, the OTCQB or the Pink Sheets. The closing of the offering is expected to occur two trading days following the quotation of the company's common stock on one or more of such trading markets. The company intends to use the net proceeds of the offering for working capital and general corporate purposes.

The company also announced that the underwriting agreement for its underwritten public offering that priced on Feb. 6, 2018, has been terminated by the company's underwriter for this offering, due to the suspension and potential delisting of the company's common stock from the New York Stock Exchange. As a result of the termination of the underwriting agreement, no shares of common stock or warrants to purchase common stock will be issued in the underwritten public offering.

About BioAmber Inc.

BioAmber is a renewable materials company. Its innovative technology platform combines biotechnology and catalysis to convert renewable feedstock into building block materials that are used in a wide variety of everyday products including plastics, paints, textiles, food additives and personal care products.

We seek Safe Harbor.

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