AI assistant
ENTROPY NEURODYNAMICS LIMITED — Capital/Financing Update 2024
Oct 29, 2024
64855_rns_2024-10-29_822f7fc7-2f6a-47c2-8cfe-cd43433b3681.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Appendix 3B - Proposed issue of securities
==> picture [21 x 22] intentionally omitted <==
Announcement Summary
Entity name
TRYPTAMINE THERAPEUTICS LIMITED
Announcement Type
New announcement
Date of this announcement
30/10/2024
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| New class-code to be | OPTION EXPIRING 2 YRS FROM ISSUE EX $0.04 | 162,000,000 |
| confirmed TYP |
ORDINARY FULLY PAID | 162,500,000 |
| Proposed +issue date | ||
| 31/1/2025 |
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
1 / 6
Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
==> picture [21 x 22] intentionally omitted <==
1.1 Name of +Entity
TRYPTAMINE THERAPEUTICS LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ABN
Registration Number
78163765991
1.3 ASX issuer code
TYP
1.4 The announcement is
New announcement
1.5 Date of this announcement
30/10/2024
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
2 / 6
Appendix 3B - Proposed issue of securities
==> picture [21 x 22] intentionally omitted <==
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/1/2025 Estimated
Comments
EGM to be held in January 2025, to
-
ratify the allotment under LR 7.1 in previously lodged App 3B
-
approve following allotment as per this App 3B
-
(A) LR 7.1, 87,500,000 shares and 112,500,000 options
-
(B) LR 7.1, 12m broker options
-
(C) LR 10.11,
-
a. Chris Ntoumenopoulos, being 10m shares and 5m options
-
b. Jason Carroll, being 15m shares and 7.5m options
-
c. Daniel Tillett, being 50m shares and 25m options
Part 7B - Issue details
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class
Will the proposed issue of this +security include an offer of attaching +securities? No
Details of +securities proposed to be issued
ASX +security code and description
TYP : ORDINARY FULLY PAID
Number of +securities proposed to be issued
162,500,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes
Appendix 3B - Proposed issue of securities
3 / 6
Appendix 3B - Proposed issue of securities
==> picture [21 x 22] intentionally omitted <==
| In what currency is the cash | What is the issue price per |
|---|---|
| consideration being paid? | +security? |
| AUD - Australian Dollar | AUD 0.02000 |
| Will these +securities rank equally in all respects from their issue date with | |
| the existing issued +securities in that class? | |
| Yes | |
| Is the proposed security a 'New | Will the proposed issue of this |
| class' (+securities in a class that is | +security include an offer of |
| not yet quoted or recorded by ASX) | attaching +securities? |
| or an 'Existing class' (additional | No |
| securities in a class that is already | |
| quoted or recorded by ASX)? | |
| New class | |
| Details of +securities proposed to be issued | |
| ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs | |
| issued over them) | |
| Have you received confirmation from | Will the entity be seeking quotation |
| ASX that the terms of the proposed | of the 'new' class of +securities on |
| +securities are appropriate and | ASX? |
| equitable under listing rule 6.1? | No |
| No | |
| ASX +security code New class-code to be confirmed |
+Security description OPTION EXPIRING 2 YRS FROM ISSUE EX $0.04 |
| +Security type | |
| Options | |
| Number of +securities proposed to be | issued |
| 162,000,000 | |
| Offer price details | |
| Are the +securities proposed to be issued being issued for a cash consideration? | |
| No | |
| Please describe the consideration being provided for the +securities 1. 150m options for capital raising, as announced on 30 October 2024, being one for two free attaching option, exercisable at $0.04 expiring 2 years from issue date. 2. 12m broker options, exercisable at $0.04 expiring 2 years from issue date. |
|
| Please provide an estimate of the AUD equivalent of the consideration being | |
| provided for the +securities | |
| 566,340.000000 | |
| Will all the +securities issued in this class rank equally in all respects from | |
| their issue date? | |
| Yes |
Appendix 3B - Proposed issue of securities
4 / 6
Appendix 3B - Proposed issue of securities
==> picture [21 x 22] intentionally omitted <==
Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0400 31/1/2027 Details of the type of +security that will be issued if the option is exercised TYP : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 TYP shares for each option exercised. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer ASX Release dated 30 October 2024. Expiry date noted above is estimated and will be 2 years from actual issue date.
Part 7C - Timetable
7C.1 Proposed +issue date 31/1/2025
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 31/1/2025
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Merchant Capital Partners Pty Ltd.
Appendix 3B - Proposed issue of securities
5 / 6
Appendix 3B - Proposed issue of securities
==> picture [21 x 22] intentionally omitted <==
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
-
a management and placement fee of 6.0%, plus GST of the total amount raised under any Capital Raising;
-
12m unlisted options exercisable at 4.0 cents and expiring 2 years from issue date, subject to shareholder approval; and
-
Corporate Advisory and Marketing monthly retainer fee of $5,000.00, plus GST per month for a term of 12-months commencing 1 October 2024 payable.
7E.2 Is the proposed issue to be underwritten? No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
-
1.Expanding:
-
a) Phase 2 trial in Binge Eating Disorder TRP-8803: $1.9m;
-
b) Phase 2 trial in Chronic Pain Fibromyalgia TRP-8803: $1.9m;
-
2.GMP manufacturing of TRP-8803 to support clinical trials: $750k; 3.Working cap: $1,054k; 4.Costs of offer: $396k.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
7F.2 Any other information the entity wishes to provide about the proposed issue
Number of shares and options is subject to rounding.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)
Appendix 3B - Proposed issue of securities
6 / 6