Recognized industry leader brings deep finance and operational experience to Tryp board
SAN DIEGO, Feb. 22, 2022 /CNW/ - Tryp Therapeutics (CSE: TRYP) (OTCQB: TRYPF) ("Tryp" or the "Company"), a pharmaceutical company focused on developing psilocybin-based compounds for diseases with unmet medical needs, is pleased to announce that Mr. David L. Tousley, CPA, MBA, has been appointed as a new independent director to replace William Garner, M.D., who stepped down from the Tryp Board of Directors in connection with his investment in the Company's previously announced non-brokered private placement (the "Private Placement").
"In keeping with the EGB Ventures Charter, we are always working towards our goal of developing a world-class, independent boards of directors at our public portfolio companies. With Tryp now funded well into 2022 and Dave joining the Board, I believe it is the appropriate time for me to step down from the Tryp Board," stated Dr. Garner. "As a co-founder of Tryp, I have always believed that the Company will be at the forefront of a new treatment paradigm for neuropsychiatric disorders, including pain and binge eating, and with my most recent investment in the Company I have reiterated that belief and my continuing support of the Company."
"Dave's experience working with public life science companies, combined with his 'roll-up-your-sleeves' attitude, makes him the perfect fit for the Tryp board. We are fortunate to have someone of Dave's caliber joining us and on behalf of all Directors, I welcome him to the Board. We also want to extend our tremendous gratitude to Dr. Garner for his ongoing support of Tryp. We look forward to achieving the Company's vision of becoming a leading drug development company in the field of neuropsychiatric disorders," stated Gage Jull, Chairman of Tryp's Board of Directors.
Mr. Tousley has held roles that include Executive Vice President, Chief Financial Officer, President, and Chief Operating Officer at companies including Pasteur Merieux Connaught (now Sanofi Pasteur); AVAX Technologies, Inc.; DARA BioSciences, Inc.; and Humanigen, Inc. Mr. Tousley has led functions including finance and accounting, procurement, customer account management, strategic and financial planning and management, corporate governance, equity capital financing, and business development. He has raised in excess of $600 million in equity and debt financings in his career.
Private Placement Closing
The Company also announced that it completed the first tranche of the Private Placement of common shares in the capital of the Company (the "Common Shares"). Under the first tranche, the Company has issued an aggregate of 5,000,000 Common Shares to its co-Founder, William J. Garner, M.D. at a price of $0.20/Common Share for aggregate gross proceeds of $1,000,000. The second tranche of $3,000,000 is expected to close on or about March 1, 2022.
The proceeds of the Private Placement are expected to be used to advance Tryp's research and development programs and for general working capital purposes. The Common Shares issued pursuant to the first tranche of the Private Placement are subject to a statutory hold period expiring on June 22, 2022 in accordance with applicable securities legislation.
Dr. Garner is a director and controlling shareholder of the Company and, as a result, the Private Placement constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied upon the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(b) – Issuer not Listed on Specified Markets and 5.7(1)(e) – Financial Hardship, respectively of MI 61-101. Dr. Garner disclosed his interest in the Private Placement to the Company's board of directors and abstained from voting on the resolutions of the board approving the Private Placement. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the first tranche of the Private Placement as the details of the Private Placement and Dr. Garner's participation therein were not settled until shortly prior to the initial announcement of the Private Placement.
In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Dr. Garner (100 Calle del Muelle, 21007, San Juan, Puerto Rico, USA 00901) will file an early warning report (the "Early Warning Report") regarding the change in his ownership and control of securities of the Company.
Prior to the acquisition of Common Shares, Dr. Garner beneficially owned or exercised control or direction over 13,415,000 Common Shares, representing approximately 20.07% and 16.08% of the issued and outstanding Common Shares on an undiluted and diluted basis, respectively. Following the acquisition of the Common Shares under the first tranche of the Private Placement, Dr. Garner beneficially owns or exercises control or direction over 18,415,000 Common Shares, representing approximately 25.63% and 20.83% of the issued and outstanding Common Shares on an undiluted and diluted basis respectively.
Dr. Garner intends to review his investment in the Company on a continuing basis and may purchase or sell Common Shares, either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions that Dr. Garner deems appropriate. A copy of the Early Warning Report for Dr. Garner will be filed on the Company's profile on SEDAR at www.sedar.com. A copy may also be requested from the Company at the contact information noted below under the heading "Investor Inquiries".
On February 18, 2022, Mr. Daren Graham's term as Tryp's interim Chief Financial Officer ended. The Company is currently engaged in a search for a permanent fractional CFO.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About Tryp Therapeutics
Tryp Therapeutics is a pharmaceutical company focused on developing psilocybin-based compounds for the treatment of diseases with unmet medical needs. Tryp's Psilocybin-For-Neuropsychiatric Disorders (PFN™) program is focused on the development of synthetic psilocybin as a new class of drug for the treatment of chronic pain and other indications. The Company has announced upcoming Phase 2a clinical trials with the University of Michigan and the University of Florida to evaluate its drug products for fibromyalgia and binge eating disorder, respectively. Tryp is also developing a proprietary psilocybin-based product, TRP-8803, that uses a novel formulation and route of administration to improve the patient experience. For more information, please visit www.tryptherapeutics.com.
Certain information in this news release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans," "targets," "expects" or "does not expect," "is expected," "an opportunity exists," "is positioned," "estimates," "intends," "assumes," "anticipates" or "does not anticipate" or "believes," or variations of such words and phrases or state that certain actions, events or results "may," "could," "would," "might," "will" or "will be taken," "occur" or "be achieved." In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Tryp as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the "Risk Factors" section of Tryp's final prospectus available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Tryp; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and Tryp expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
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