LAVAL, QC, ROCKVILLE, MD and CAMBRIDGE, UK – November 18, 2019 – Liminal BioSciences Inc. (NASDAQ: LMNL, TSX: LMNL) (“Liminal BioSciences" or the "Company"), a clinical-stage biotechnology company focused on developing novel therapeutics to treat unmet needs in patients with liver, respiratory and kidney disease, announced today that its registration statement on Form F-10 (the “Registration Statement”), which was filed with the United States Securities and Exchange Commission (the “SEC”) on November 12, 2019 under the Canada-U.S. multijurisdictional disclosure system, was declared effective on November 15, 2019. The registration statement contains the previously filed final short form base shelf prospectus dated March 14, 2018 (the “Shelf Prospectus”), which was prepared in accordance with the shelf prospectus regulations under Canadian securities legislation and has now been filed under the Canada-U.S. multijurisdictional disclosure system as part of the Registration Statement.
The Shelf Prospectus and Registration Statement allow the Company and/or selling security holders to make offerings of common shares (including by way of an “at-the-market distribution” in accordance with applicable securities laws), preferred shares, warrants, subscription receipts, debt securities, units, or any combination thereof up to an aggregate of CAD$250 million (or the equivalent thereof in other currencies based on the applicable exchange rate at the time of any offering) during the period that the Shelf Prospectus (which was initially filed with Canadian securities regulatory authorities in March 2018) remains effective.
Should the Company and/or selling security holders decide to offer securities during this period, the specific terms, including the use of proceeds from any offering, will be set forth in a related prospectus supplement to the Shelf Prospectus, which will be filed with the applicable Canadian securities regulatory authorities and the SEC.
The Company also filed a prospectus supplement (the “Supplement”) in both Canada and the United States to its Shelf Prospectus and its Registration Statement on November 15, 2019. The Supplement relates to the registration in the United States of a total of up to 3,287,311 common shares owned by funds managed by Consonance Capital Management (“Consonance”).The Supplement, Shelf Prospectus and Registration Statement allows the Company to meet its contractual obligation to maintain a valid registration statement to funds managed by Consonance, pursuant to a private placement that took place in April 2019.
Copies of the Shelf Prospectus and the Supplement can be found on SEDAR at www.sedar.com and copies of the Registration Statement and the Supplement can be found on EDGAR at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction.
About Liminal BioSciences Inc.
Liminal BioSciences is an innovative biopharmaceutical company with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, with a focus on rare or orphan diseases. Liminal BioSciences’ research involves the study of several G-protein-coupled-receptors, GPR40, GPR84 and GPR120, known as free fatty acid receptors (FFAR’s). These drug candidates have a novel mechanism of action as agonist ("stimulator") of GPR40 and GPR 120, and antagonist ("inhibitor") of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome after further consultation and approval by the U.S. Food and Drug Administration (the "FDA") and the European Medicines Agency. A second drug candidate, PBI-4547, is currently in a Phase 1 clinical study.
Liminal BioSciences has also leveraged its experience in bioseparation technologies through its wholly-owned subsidiary Prometic Bioproduction Inc. to isolate and purify biopharmaceuticals from human plasma. Our lead plasma-derived therapeutic product is RyplazimTM (plasminogen) for which the Company expects to file a Biologics License Application with the FDA in the first half of 2020 seeking approval to treat patients with congenital plasminogen deficiency.
Liminal BioSciences has active business operations in Canada, the United Kingdom, the United States, and the Isle of Man.
Forward Looking Statement
This press release contains forward-looking statements about Liminal BioSciences’ objectives, strategies and businesses that involve risks and uncertainties. Forward‐looking information includes statements concerning, among other things, statements with respect to the Shelf Prospectus, the Registration Statement and any prospectus supplement filed in connection therewith, the potential issuance of securities of the Company, the amount of securities that may be issued, the use of proceeds under the Shelf Prospectus and any prospectus supplement filed in connection therewith, the achievement of milestones, the timing of any planned Biologics License Application filing, and timing of initiation of Liminal BioSciences' planned clinical trials.
These statements are "forward-looking" because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Liminal BioSciences’ ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Liminal BioSciences’ to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in the Annual Information Form for the year ended December 31, 2018, under the heading "Risks and Uncertainties related to Liminal BioSciences’ Business". As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.
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