- Oversubscribed transaction led by Vivo Capital and joined
by leading healthcare investors including Adage Capital Partners
LP, Exome Asset Management, Janus Henderson Investors, Logos
Capital, OrbiMed, Pivotal Life Sciences, RA Capital Management and
TCGX
- $100 million financing upfront
with up to an additional $50 million
tied to exercise of warrants
- Aggregate financing expected to extend cash runway into the
second half of 2026
SAN DIEGO, Calif.
and SUZHOU and SHANGHAI,
China, Aug. 7, 2023 /PRNewswire/ -- Gracell
Biotechnologies Inc.
("Gracell" or the "Company", Nasdaq:
GRCL), a global
clinical-stage biopharmaceutical company dedicated to
developing innovative and highly efficacious cell therapies for the
treatment of cancer and autoimmune
diseases, today announced that it has entered into a purchase
agreement with a select group
of institutional and accredited healthcare specialist
investors for the private placement of (i) 138,900,000 ordinary
shares of the Company (the "Ordinary Shares") (equivalent to
27,780,000 of the Company's American depositary shares ("ADSs")),
at a purchase price equivalent to $3.60 per ADS, and (ii) warrants to purchase up
to 44,802,870 Ordinary Shares (equivalent to 8,960,574 ADSs) (the
"Warrants") at an exercise price equivalent to $5.58 per ADS, representing a 55% premium to the
purchase price of Ordinary Shares. Gracell will receive
$100 million in proceeds from the
private placement of Ordinary Shares, and up to an additional
$50 million if the Warrants are fully
exercised. The Warrants will remain exercisable at the election of
the investors within 24 months after the closing of the private
placement. The financing is expected to close on August 10, 2023, subject to customary closing
conditions.
The oversubscribed transaction includes participation from new
and existing institutional investors and is being led by Vivo
Capital, with participation from investors including Adage Capital
Partners LP, Exome Asset Management, Janus Henderson Investors,
Logos Capital, OrbiMed, Pivotal Life Sciences, RA Capital
Management and TCGX.
"We are pleased that this high-quality healthcare investor group
came together to support Gracell and our innovative and potentially
best-in-class CAR-T therapies," said Dr. William Wei Cao, founder, Chairman, and CEO of
Gracell. "We thank the investors for their confidence in the broad
potential of our FasTCAR
GC012F candidate for hematological cancers and autoimmune diseases, and their
support for our mission to develop revolutionizing
cell therapies. These additional funds should allow us to achieve
critical
milestones in the clinical development of GC012F in multiple myeloma
and systemic lupus erythematosus."
Gracell intends to use the net proceeds from the proposed
financing to fund research and development of
its clinical-stage product candidates and research programs and for
working capital and other general corporate purposes. The aggregate
proceeds from this proposed financing, combined with current cash,
cash equivalents, is expected to be sufficient to fund the current
operating plan into the second half of 2026.
The Securities sold in the private
placement have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state or other applicable
jurisdiction's securities laws, and may not
be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state or other
jurisdictions' securities laws. The Company has
agreed to file registration statements with the U.S. Securities and
Exchange Commission (the "SEC") registering the resale of the
Ordinary Shares issuable in connection with this private placement,
including upon exercise of the Warrants.
Jefferies, Evercore ISI and Wells Fargo Securities are acting as
the placement agents for the private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Gracell
Gracell Biotechnologies Inc. ("Gracell") is a global
clinical-stage biopharmaceutical company dedicated to discovering
and developing breakthrough cell therapies for the treatment of
cancers and autoimmune diseases. Leveraging its innovative FasTCAR
and TruUCAR technology platforms and SMART CAR™ technology
module, Gracell is developing a rich clinical-stage pipeline of multiple
autologous and allogeneic
product candidates with the potential to overcome major
industry challenges that persist with conventional
CAR-T therapies, including lengthy manufacturing time,
suboptimal cell quality, high therapy cost,
and lack of effective
CAR-T therapies for solid tumors and autoimmune diseases. The lead candidate BCMA/CD19
dual-targeting FasTCAR-T GC012F is currently being evaluated in the
clinical studies for the treatment of multiple myeloma, B-NHL and
systemic lupus erythematosus (SLE). For more information on
Gracell, please visit www.gracellbio.com. Follow @GracellBio on
LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release about future expectations,
plans, and prospects, as well as any other statements regarding
matters that are not historical facts, may constitute
"forward-looking statements" within the meaning of The Private
Securities Litigation Reform Act of 1995. The words "anticipate,"
"look forward to," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "target," "will," "would" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various
important factors, including factors discussed in the section
entitled "Risk Factors" in Gracell's most recent annual
report on Form 20-F, as well as discussions of potential risks,
uncertainties, and other important factors in
Gracell's subsequent filings with the U.S. Securities and Exchange
Commission. Any forward-looking statements contained in this press
release speak only as of the date hereof. Gracell specifically
disclaims any obligation to update any forward-looking statement,
whether due to new information, future events, or otherwise.
Readers should not rely upon the information on this page as
current or accurate after its publication date.
Media contacts
Marvin Tang
marvin.tang@gracellbio.com
Jessica Laub
jessica.laub@westwicke.com
Investor contacts
Gracie Tong
gracie.tong@gracellbio.com
Stephanie Carrington
stephanie.carrington@westwicke.com
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SOURCE Gracell Biotechnologies Inc.