IGM Announces Proposed Public Offering and Concurrent Private Placement
21 Junho 2023 - 6:17PM
IGM Biosciences, Inc. (NASDAQ: IGMS) today announced that it
intends to offer and sell an aggregate of $100.0 million of shares
of its common stock and, in lieu of common stock to certain
investors that so choose, non-voting common stock, in an
underwritten public offering and concurrent private placement. In
addition, IGM intends to grant the underwriters a 30-day option to
purchase up to an additional 15% of the shares offered in the
public offering at the public offering price, less underwriting
discounts and commissions. All of the securities offered in the
proposed public offering will be sold by IGM.
Concurrent with the proposed public offering,
IGM intends to sell, subject to the consummation of the proposed
public offering and other customary conditions, in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act), shares of
non-voting common stock to certain institutional and other
accredited investors affiliated with or managed by Redmile Group,
LLC at a sale price equal to the price to the public in the public
offering. However, the consummation of the public offering is not
contingent on the consummation of this concurrent private
placement.
The proposed public offering and concurrent
private placement are subject to market and other conditions, and
there can be no assurance as to whether or when the proposed public
offering and concurrent private placement may be completed, or as
to the actual size or terms of the proposed public offering and
concurrent private placement.
BofA Securities, Jefferies, Stifel, and
Guggenheim Securities are acting as joint book-running managers for
the proposed public offering.
The securities are being offered by IGM in the
proposed public offering pursuant to a Registration Statement on
Form S-3, filed with the Securities and Exchange Commission (SEC)
on November 3, 2022 and declared effective on November 14, 2022.
IGM will file a preliminary prospectus supplement and accompanying
prospectus relating to the proposed public offering with the SEC,
copies of which can be accessed for free through the SEC’s website
at www.sec.gov. The final terms of the proposed public offering
will be disclosed in a final prospectus supplement to be filed with
the SEC. When available, copies of the preliminary prospectus
supplement, the final prospectus supplement and the accompanying
prospectuses relating to the proposed public offering may also be
obtained from: BofA Securities, Attention: Prospectus Department,
NC1-0220-02-24, 201 North Tryon Street, Charlotte, North Carolina
28255-0001, or via email: dg.prospectus_requests@bofa.com;
Jefferies LLC, Attention: Equity Syndicate Department, 520 Madison
Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by
email at Prospectus_Department@Jefferies.com; Stifel, Nicolaus
& Company, Incorporated, One Montgomery Street, Suite 3700, San
Francisco, CA 94104, Attn: Syndicate, or by phone at (415)
364-2720, or by email at syndprospectus@stifel.com; or Guggenheim
Securities, LLC, Attention: Equity Syndicate Department, 330
Madison Avenue, New York, NY 10017, by telephone at (212) 518-9544,
or by email at
GSEquityProspectusDelivery@guggenheimpartners.com.
The shares of non-voting common stock to be sold
in the concurrent private placement have not been registered under
the Securities Act or under any state securities laws and, unless
so registered may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor will there be any
sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful before
registration or qualification under the securities laws of that
state or jurisdiction.
About IGM Biosciences, Inc.IGM
Biosciences is a clinical-stage biotechnology company
committed to developing and delivering a new class of medicines to
treat patients with cancer, autoimmune and inflammatory diseases
and infectious diseases. IGM’s pipeline of clinical and preclinical
assets is based on the IgM antibody, which has 10 binding sites
compared to conventional IgG antibodies with only 2 binding sites.
IGM also has an exclusive worldwide collaboration agreement with
Sanofi to create, develop, manufacture, and commercialize IgM
antibody agonists against oncology and immunology and inflammation
targets.
IGM Cautionary Note Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements within the meaning of the federal
securities laws. These statements are not based on historical fact
and include, but are not limited to timing, size and the completion
of the proposed public offering and concurrent private placement.
Forward-looking statements are based on management's current
expectations of future events and are subject to a number of risks
and uncertainties that could cause actual results to differ
materially from those set forth in or implied by such statements.
These risks and uncertainties include, but are not limited to,
whether or not IGM will be able to raise capital through the sale
of its securities or consummate the proposed public offering or
concurrent private placement, granting the underwriters in the
proposed public offering a 30-day option to purchase additional
shares, the final terms of the proposed public offering and
concurrent private placement, the satisfaction of customary closing
conditions, prevailing market conditions and the impact of general
economic, industry or political conditions in the United States or
internationally. Additional risks and uncertainties, and other
important factors, any of which could cause IGM’s actual results to
differ from those contained in the forward-looking statements, can
be found under the heading “Risk Factors” in IGM’s reports filed
with the SEC and in the preliminary prospectus supplement and
accompanying prospectus that IGM plans to file relating to the
proposed public offering. IGM assumes no duty or obligation to
update or revise any forward-looking statements for any reason.
IGM Biosciences Contact:
Argot PartnersDavid
Pitts212-600-1902igmbio@argotpartners.com
IGM Biosciences (NASDAQ:IGMS)
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