AURINIA PHARMACEUTICALS INC.
US$8,000,000
Common Shares
This document amends and restates Prospectus Supplement No. 3 of Aurinia Pharmaceuticals Inc. (“ Aurinia Pharmaceuticals ”, the “ Company ”, “ we ”, “ us ” or “ our ”) dated November 9, 2016, and accordingly, the information in this amended and restated prospectus supplement (the “ prospectus supplement ”) supersedes the information contained in the our prospectus supplement dated November 9, 2016.
We entered into a Controlled Equity Offering SM Sales Agreement (the “ Sales Agreement ”) with Cantor Fitzgerald & Co. (“ Cantor Fitzgerald ”) dated November 9, 2016 relating to the sale of the common shares offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our common shares having an aggregate offering price of up to US$8,000,000. As of February 23, 2017, we have issued 138,986 common shares and received gross proceeds of US$396,354 leaving us authorized to sell such common shares as would have an aggregate offer price of up to US$7,603,646.
Our common shares are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “AUP” and on the NASDAQ Global Market (the “ NASDAQ ”) under the symbol “AUPH.” On February 23, 2017, the last trading day before the date hereof, the closing price of the common shares on the TSX was CDN$4.27 and the closing price of the common shares on the NASDAQ was US$3.28.
Upon delivery of a placement notice by us, if any, Cantor Fitzgerald may sell the common shares in the United States only and such sales will only be made by transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 Shelf Distributions (“ NI 44-102 ”), including, without limitation, sales made directly on NASDAQ, or on any other existing trading market for the common shares in the United States. No common shares will be offered or sold in Canada. Cantor Fitzgerald will make all sales using commercially reasonable efforts consistent with its normal sales and trading practices and on mutually agreed upon terms between Cantor Fitzgerald and us. The common shares will be distributed at the market prices prevailing at the time of the sale of such common shares. As a result, prices may vary as between purchasers and during the period of distribution.
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The compensation to Cantor Fitzgerald for sales of our common shares under this prospectus supplement will be equal to 3.0% of the gross proceeds from the sale of such common shares. See “ Plan of Distribution .” In connection with the sale of the common shares on our behalf, Cantor Fitzgerald may be deemed to be an “underwriter” within the meaning of the United States Securities Act of 1933, as amended (the “ Securities Act ”), and the compensation of Cantor Fitzgerald may be deemed to be underwriting commissions or discounts.
The TSX has approved the listing of the common shares offered by this prospectus supplement on the TSX. We have also listed the common shares offered by this prospectus supplement on the NASDAQ.
Investing in our securities involves a high degree of risk. You should carefully read the “ Risk Factors ” section in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, as well as the information under the heading “ Cautionary Note Regarding Forward Looking Information ” in this prospectus supplement, and consider such notes and information in connection with an investment in any securities.
We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this prospectus supplement and the accompanying prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards. As a result, our financial statements may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in Canada and the United States. Such consequences, for investors who are resident in, or citizens of, the United States, may not be described fully in this prospectus supplement, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires common shares. Investors should read the tax discussion in this prospectus supplement and the accompanying prospectus and consult their own tax advisors with respect to their own particular circumstances. See the sections titled “ Certain Canadian Federal Income Tax Considerations ,” “ Material U.S. Federal Income Taxation Considerations ” and “ Risk Factors. ”
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in Canada, most of the officers and directors and some of the experts named in this prospectus supplement are not residents of the United States, and many of our assets and all or a substantial portion of the assets of such persons are located outside of the United States. See “ Enforceability of Certain Civil Liabilities. ”
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state or Canadian securities regulator has approved or disapproved the securities offered hereby; passed upon the accuracy or adequacy of this prospectus supplement or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Gregory Ayers, Hyuek Joon Lee, David Jayne and Lorin Jeffry Randall, each a director of the Company, reside outside of Canada. Each of these directors has appointed Borden Ladner Gervais LLP, 1200 Waterfront Centre, 200 Burrard Street, P.O. Box 48600, Vancouver, British Columbia V7X 1T2, as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
Our registered office is located at #201, 17904 – 105 Avenue, Edmonton, Alberta T5S 2H5, Canada. Our head office is located at #1203-4464 Markham Street, Victoria, British Columbia V8Z 7X8, Canada.
Neither Cantor Fitzgerald any affiliate of Cantor Fitzgerald nor any person or company acting jointly or in concert with Cantor Fitzgerald, has over-allotted, or will over-allot, the common shares in connection with this offering or effect any other transactions that are intended to stabilize or maintain the market price of the common shares.
There is no minimum amount of funds that must be raised under this offering. This means that we could complete this offering after raising only a small proportion of the offering amount set out above.
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The date of this prospectus supplement is February 24, 2017
