On August 27, 2019 Sophiris Bio Inc. (Nasdaq: SPHS) (the "Company" or "Sophiris"), a biopharmaceutical company studying topsalysin (PRX302), a first-in-class, pore-forming protein, in late-stage clinical trials for the treatment of patients with urological diseases, reported that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the issuance and sale of 5,333,334 of its common shares (or pre-funded warrants to purchase common shares) for an effective price of $0.75 per share, for gross proceeds of approximately $4.0 million, in a registered direct offering (Press release, Sophiris Bio, AUG 27, 2019, View Source [SID1234539034]). The offering is expected to close on or about August 29, 2019, subject to the satisfaction of customary closing conditions.

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

In addition to the securities described above, in a concurrent private placement, Sophiris will issue to the investor warrants to purchase up to 5,333,334 common shares, which represent 100% of the number of common shares issued in the registered direct offering, with an exercise price $0.95 per share and a five-year exercise period commencing six (6) months of the issuance date.

Sophiris currently intends to use the net proceeds from the offering for working capital and general corporate purposes.

The common shares (or pre-funded warrants to purchase common shares) (but not the warrants issued in the concurrent private placement or the common shares underlying such warrants) are being offered and sold in the registered direct offering by Sophiris pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-219887), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (SEC) on August 30, 2017. The offering of the common shares (or pre-funded warrants to purchase common shares) will be made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at [email protected].

The warrants described above were 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, along with the common shares underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying common shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

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 state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.