Parnell Pharmaceuticals Holdings Ltd Announces Commencement of Rights Offering

Written by PR Newswire

SYDNEY, Dec. 7, 2022 /PRNewswire/ -- Parnell Pharmaceuticals Holdings Ltd (OTC Pink^® Open Market: PARNF) ("Parnell") today commenced its previously announced backstopped rights offering to raise gross proceeds of approximately US$4.0 million (the "Rights Offering"). Under the terms of the Rights Offering, at no charge, the qualifying shareholders as of 5:00 PM (Eastern Time), on December 6, 2022 (the "Record Date"), of Parnell's fully paid ordinary shares of common stock ("Ordinary Shares") are entitled to exercise their subscription rights to purchase their pro rata share of the US$4.0 million offering amount, as more fully described in the offering circular (the "Offering Circular") issued in connection with the Rights Offering. Each subscription right may be exercised to purchase 1.8585 Ordinary Shares at a subscription price equal to US$0.075 per share. No fractional shares will be issued. The subscription rights may be exercised at any time during the subscription period of December 6, 2022 through 5:00 PM (Eastern Time), on January 5, 2023 (the "Expiration Date") (subject to any extension or cancellation on the terms of the Offering Circular).

The Rights Offering will be fully backstopped by existing investor DW Healthcare Partners V, L.P. and DW Healthcare Affiliates V, L.P. (collectively, "DW Healthcare Partners"). DW Healthcare Partners has agreed to purchase all the Ordinary Shares that have not been validly subscribed for by other holders, subject to the terms and conditions of the backstop agreement which is more fully described in the Offering Circular.

Parnell reserves the right to modify, extend, postpone or cancel the Rights Offering at any time prior to the Expiration Date. For questions regarding the Rights Offering, please contact investorrelations@parnell.com ^[1] or by telephone at +61 (1800) 665-882.

The securities described above will be offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements.

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulation.

About Parnell Pharmaceuticals Holdings LtdParnell is a fully integrated, veterinary pharmaceutical company focused on developing, manufacturing and commercializing innovative animal health solutions. We currently manufacture and market five products for companion animals and production animals in 10 countries and augment our production animal pharmaceutical products with proprietary software platform mySYNCH^®.

A copy of this press release can be found on Parnell's website at http://www.parnell.com ^[2].

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the U.S. federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words "anticipate," "believe," "continues," "expect," "estimate," "intend," "project" and similar expressions and future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may," or similar expressions are generally intended to identify forward-looking statements. These forward-looking statements speak only as of the date hereof and are based on Parnell's current plans, estimates of future events, expectations and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of Parnell's common shares, and are subject to several known and unknown uncertainties and risks, many of which are beyond Parnell's control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented. Parnell does not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events, or other factors.