ImmunoPrecise Announces Financing Agreement with Yorkville Advisors Global, LP for Up to $3.0 Million Aggregate Principal Amount of Convertible Debentures

VICTORIA, British Columbia, July 17, 2024–(BUSINESS WIRE)–Antibodies ImmunoPrecise Ltd. (the “Company” or “IPA”) (NASDAQ: IPA), an artificial intelligence-driven biotherapeutics research and technology company, today announced that it has entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), pursuant to which the Company has agreed to sell and issue to Yorkville $3.0 million aggregate principal amount of convertible notes (the “Convertible Notes”) in two tranches at a purchase price of 95% of the aggregate principal amount. All dollar amounts in this press release are in U.S. dollars.

The Convertible Debentures are convertible into common shares of the Company (the “Common Shares”). The sale and issuance of the first tranche consists of $2.0 million principal amount of Convertible Debentures and closed on July 16, 2024 (the “First Closing”). The sale and issuance of the second tranche consists of $1.0 million principal amount of Convertible Debentures and is expected to close on or about the date the Initial Registration Statement (as defined in the Registration Rights Agreement (as defined below)) is first declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

Each Convertible Debenture will be an unsecured obligation of the Company and will be fully and unconditionally guaranteed by certain subsidiaries of the Company. The Convertible Debentures will bear interest at a rate of 8.0% per annum. The outstanding principal amount and accrued and unpaid interest, if any, on the Convertible Debentures shall be paid by the Company in cash when due and payable under the Convertible Debentures at their stated maturity, upon redemption or otherwise. The Convertible Debentures are redeemable at any time provided that the volume weighted average price (“VWAP”) of the Common Shares is less than $1.16, at a redemption price equal to the principal amount, plus accrued and unpaid interest on the principal amount to be redeemed, plus a premium of 10%. If, at any time on or after November 1, 2024, the daily VWAP of the Common Shares is less than $0.20 for five trading days in any period of seven consecutive trading days or if a default with respect to the Registration Statement has occurred, the Company will be required to make monthly payments on the Convertible Debentures in an amount equal to $300,000 principal amount, plus accrued and unpaid interest on the unpaid principal amount, plus a 10% premium.

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Subject to certain restrictions contained in the Securities Purchase Agreement and the Convertible Debentures, holders of Convertible Debentures will have the right to convert the principal amount and accrued and unpaid interest, if any, on each Convertible Debenture, in whole or in part, from time to time, into a certain number of Common Shares at a conversion price equal to the lower of (i) $1.16 per Common Share, or (ii) 95% of the lowest daily VWAP for the Common Shares during the 10 consecutive trading days immediately preceding the Conversion Date or another date of determination (the “Market Price”), but which Market Price shall not be less than $0.20. The Conversion Price is subject to anti-dilution adjustments in accordance with the terms and conditions of the Securities Purchase Agreement and the Convertible Debentures. During any consecutive 30-day period, holders of Convertible Debentures may not, without the prior written consent of the Company, convert more than $300,000 in principal amount of Convertible Notes during any 30-day period if the conversion price is less than $1.16, provided, however, that the foregoing limitation shall not apply during the occurrence and continuance of an event of default under the Convertible Debentures.

In connection with the Offering, the Company and Yorkville have entered into a customary registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to grant certain registration rights to Yorkville under the United States Securities Act of 1933, as amended.

The Company intends to use the net proceeds from the proposed offering for research and development, capital expenditures, working capital and general corporate purposes.

Clear Street LLC acted as exclusive placement agent in connection with the transaction.

Dorsey & Whitney LLP and Norton Rose Fulbright Canada LLP acted as U.S. and Canadian legal advisors to the company, respectively.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in Canada, the United States or in any other state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About ImmunoPrecise Antibodies Ltd.

The IPA Family is a biotherapeutics research and technology group leveraging systems biology, multi-omics modeling and complex artificial intelligence systems to support its proprietary technologies in bioplatform-based antibody discovery. Services include the discovery, development and licensing of highly specialized and comprehensive therapeutic biologics to support its commercial partners in their quest to discover and develop novel biologics against the most challenging targets. ImmunoPrecise Antibodies Ltd. has several subsidiaries in North America and Europe, including entities such as Talem Therapeutics LLC, BioStrand BV, ImmunoPrecise Antibodies (Canada) Ltd. and ImmunoPrecise Antibodies (Europe) BV (collectively, the “IPA Family”). For more information, visit www.ipatherapeutics.com.

Forward-Looking Statement:

This press release contains forward-looking statements within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements are often identified by the use of words such as “expects,” “estimates,” “intends,” “anticipates,” or “believes,” or variations of such words and phrases, or state that certain actions, events or results “may,” “could,” “would” or “will” be taken, occur or be achieved. Forward-looking statements include statements relating to the offering, including the intended use of proceeds from the offering, the expected closing of the second tranche and the effectiveness of a registration statement with the SEC. Although the Company believes that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known to us and our expectations about the future, about which we cannot be certain. Our actual future results may differ materially from what we anticipate due to factors largely beyond our control, including risks and uncertainties related to market and other conditions and the impact of general economic, industry or political conditions in the United States, Canada or internationally, the timing or results of any review of the registration statement by the SEC. You should also review our quarterly and annual filings with the Canadian and U.S. securities commissions for additional information on risks and uncertainties. These forward-looking statements speak only as of the date of this press release and the Company undertakes no obligation to revise or update any forward-looking statements for any reason, even if new information becomes available in the future.

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