Prima BioMed Announces Pricing of US$5.0 Million Registered Direct Offering of Its American Depositary Shares
29 Junho 2017 - 12:39PM
Prima BioMed Ltd (ASX:PRR) (NASDAQ:PBMD) (“Prima” or the “Company”)
today announced it has entered into a securities purchase agreement
with certain accredited investors to purchase 2,631,268 of its
American Depositary Shares (“ADSs”) at a purchase price per ADS of
US$1.90 in a registered direct offering, for total gross proceeds
of approximately US$5.0 million.
In a concurrent private placement, the Company has agreed to
issue unregistered warrants to purchase up to 1,973,451 of its
ADSs. The warrants have an exercise price of US$2.50 per ADS, are
exercisable immediately and will expire 5.5 years from the date of
issuance.
Maxim Group LLC is acting as the sole placement agent for the
offering.
The registered direct offering and concurrent private placement
are expected to close on or about July 5, 2017, subject to the
satisfaction of customary closing conditions. No Prima shareholder
approval is required for the proposed allotments under the
securities purchase agreement.
Prima intends to use the net proceeds from this offering to
continue ongoing clinical development of IMP321 (e.g., the AIPAC
and TACTI-mel studies), to continue preclinical research on IMP761,
and for other general corporate purposes. A portion of the net
proceeds may also be used to acquire or invest in businesses,
products and technologies that Prima views as complementary to its
own.
The sale of ADSs described above is being made in the U.S. to
U.S. investors pursuant to a shelf registration statement on form
F-3 (File No. 333-211702), as amended and previously filed with the
Securities and Exchange Commission (the “SEC”) on May 27, 2016 and
declared effective on June 17, 2016. Such ADSs are being offered
only in the U.S. to U.S. investors by the means of a prospectus. A
final prospectus supplement and the accompanying prospectus
relating to and describing the terms of the registered direct
offering will be filed with the SEC. Copies of the preliminary
prospectus supplement and the accompanying prospectus, and, when
available, the final prospectus supplement and the accompanying
prospectus relating to the registered direct offering may be
obtained at the SEC’s website at www.sec.gov or by contacting Maxim
Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY
10174, at 212-895-3745, or by telephone at (212) 895-3745.
The unregistered 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 ADSs underlying the warrants, have
not been registered under the Act or applicable state securities
laws. Accordingly, the warrants and underlying ADSs may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
registration requirements of the Act and such applicable state
securities laws.
This press release does not constitute an offer to sell or the
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.
About Prima BioMedPrima BioMed is a globally
active biotechnology company that is a leader in the development of
immunotherapeutic products. Prima BioMed is dedicated to leveraging
its technology and expertise to bring innovative treatment options
to market for patients and to maximise value to shareholders.
Prima’s current lead product is IMP321, based on the LAG-3
immune control mechanism which plays a vital role in the regulation
of the T cell immune response. IMP321, which is a soluble LAG-3Ig
fusion protein, is an APC activator boosting T cell
responses. IMP321 is currently in a Phase II clinical trial
as a chemoimmunotherapy for metastatic breast cancer termed AIPAC
(clinicaltrials.gov identifier NCT 02614833) and in a Phase I
combination therapy trial in metastatic melanoma termed TACTI-mel
(clinicaltrials.gov identifier NCT 02676869). A number of
additional LAG-3 products including antibodies for immune response
modulation in autoimmunity and cancer are being developed by
Prima’s pharmaceutical partners. Prima is also developing an
agonist of LAG-3 (IMP761) for autoimmune disease.
Prima BioMed is listed on the Australian
Securities Exchange and on the NASDAQ in the U.S. For further
information please visit www.primabiomed.com.au.
For further information please contact:
U.S. Investors:
Matthew Beck, The Trout Group LLC
+1 (646) 378-2933; mbeck@troutgroup.com
Australian Investors/Media:
Matthew Gregorowski, Citadel-MAGNUS
+61 2 8234 0105; mgregorowski@citadelmagnus.com
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