TIDMMPH
RNS Number : 5058C
Mereo BioPharma Group plc
10 February 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON PUBLICATION OF
THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN THE PUBLIC
DOMAIN.
Mereo BioPharma Enters into a $5 Million Convertible Equity
Financing with Novartis and Announces a Securities Purchase
Agreement with Aspire Capital Fund, LLC for up to $28 Million
London and Redwood City, Calif., February 10, 2020 - Mereo
BioPharma Group plc (NASDAQ: MREO, AIM: MPH), "Mereo" or the
"Company," a clinical stage biopharmaceutical company focused on
rare diseases, today announced that it has entered into a $5
million convertible equity financing with Novartis Pharma (AG)
("Novartis") and concurrently entered into a Securities Purchase
Agreement to issue up to $28 million of the Company's ordinary
shares exchangeable for American Depositary Shares ("ADSs"),
including a $3 million initial purchase, with Aspire Capital Fund,
LLC ("Aspire Capital"), a Chicago-based institutional investor.
Proceeds from these transactions are intended to be used by Mereo
for general corporate purposes, including clinical trial activity
and working capital.
"These transactions provide us with an efficient and flexible
source of capital as we continue to prepare for our upcoming Type B
End-of-Phase 2 meeting with the FDA to discuss the positive data
from our recently-completed Phase 2b ASTEROID study with setrusumab
in adult patients with osteogenesis imperfecta ("OI"), as well as
our proposed pivotal study design in pediatric OI patients. The EMA
supports the initiation of the planned pivotal pediatric Phase 3
study in Europe on the basis of the previously approved pediatric
investigational plan (PIP)," said Dr. Denise Scots-Knight, Chief
Executive Officer of Mereo. "We are very pleased to have secured
financing from both Novartis and Aspire, and we look forward to the
continued advancement of our pipeline in 2020."
About the Novartis Convertible Equity Financing
Under the terms of the convertible equity financing, Novartis
will purchase $5 million in a convertible loan note (the "Loan
Note"). The Loan Note is convertible at any time at a fixed price
of GBP0.265 per ordinary share. The maturity of the Loan Note is
three years from issuance, and it bears an interest rate of 6% per
annum. In connection with the Loan Note issuance, the Company also
issued a warrant instrument to Novartis to purchase up to 1,449,614
of the Company's ordinary shares, which are exercisable at an
exercise price of GBP0.265 per ordinary share at any time before
the close of business on February 10, 2025. The Loan Note will be
subordinate to Mereo's outstanding loan agreement with Silicon
Valley Bank and Kreos Capital.
About the Aspire Capital Securities Purchase Agreement
Under the terms of the Securities Purchase Agreement (the
"Agreement"), Aspire Capital has made an initial investment of $3
million to purchase 11,432,925 of the Company's ordinary shares
(equivalent to 2,286,585 ADSs) at a price equivalent to $1.31 per
ADS, which represents a 16% discount over Mereo's ADS closing stock
price of $1.56 on February 8, 2020. Under the terms of the
Agreement, Aspire Capital has also committed to subscribe at
Mereo's request from time to time during a 30-month period for up
to an additional $25 million of Mereo's ordinary shares
exchangeable for ADSs at prices based on the ADS market price at
the time of each sale. There are no warrants, derivatives, or other
share classes associated with the Agreement and Mereo will retain
full control over the timing of any subscriptions to be made under
the Agreement and the amount of ordinary shares to be subscribed by
Aspire Capital. Further, there are no restrictions on future
financings and there are no financial covenants, participation
rights, rights of first refusal, or penalties in the Agreement.
Mereo has the right to terminate the Agreement at any time, at its
discretion, without any additional cost or penalty. In
consideration for Aspire Capital's initial investment and its
commitment to purchase up to an additional $25 million ADSs, Mereo
has agreed to pay Aspire Capital a commission to be satisfied
wholly by the issue to Aspire Capital of a further 2,862,595 of the
Company's ordinary shares (equivalent to 572,519 ADSs).
Additional detail regarding the Loan Note, the Agreement and the
related registration rights agreement is set forth in Mereo's
Report on Form 6-K filed today with the SEC.
Related Party Transactions
As at February 10, 2020, Novartis holds approximately 16.03% of
Mereo's issued and outstanding ordinary share capital and as such
is considered to be a related party of the Company as defined by
the AIM Rules. The convertible equity financing with Novartis
therefore constitutes a related party transaction pursuant to AIM
Rule 13.
The Directors of Mereo, having consulted with the Company's
nominated adviser, Cantor Fitzgerald Europe, consider the terms of
the convertible equity financing are fair and reasonable insofar as
its shareholders are concerned.
Following completion of these transactions, the Company
continues to explore additional equity funding and partnering
transactions for its pipeline with third parties to extend the
current forecasted cash runway from mid-2020 and to fund the
initiation of the planned pivotal Phase 3 study for setrusumab in
pediatric patients with osteogenesis imperfecta (OI) following the
upcoming Type B End-of-Phase 2 meeting with the U.S. Food and Drug
Administration (FDA) this quarter.
Admission and Total Voting Rights
Application has been made for 14,295,520 new ordinary shares of
GBP0.003 each (the "New Shares") to be admitted to trading on AIM
("Admission") in connection with Aspire Capital's initial
investment and it is expected that Admission will take place at
8.00 a.m. (BST) on February 11, 2020. These New Shares will rank
pari passu with the existing ordinary shares in the capital of the
Company.
The New Shares represent approximately 12.7% of the enlarged
issued share capital of Mereo. Following Admission, the total
number of shares in issue will be 112,255,142 ordinary shares of
GBP0.003 each, each with voting rights, none of which are held in
treasury. Therefore, the total number of voting rights in the
Company will be 112,255,142. Shareholders may use this figure as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or to notify a
change to their interest in, the issued share capital of Mereo,
pursuant to the Disclosure Guidance and Transparency Rules.
The information contained in this press release shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities, nor shall there by any offer, solicitation or sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The securities
referenced in this press release have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration statement requirements of the Securities Act of
1933.
About Aspire Capital Fund, LLC
Aspire Capital Fund, LLC is a Chicago-based, long-only
investment fund focused on making open market and direct equity
investments in publicly traded companies. Aspire Capital Fund, LLC
is managed by Aspire Capital Partners, LLC. Aspire Capital is
principally focused on investing in healthcare.
About Mereo BioPharma
Mereo BioPharma is a biopharmaceutical company focused on the
development and commercialization of innovative therapeutics that
aim to improve outcomes for patients with rare diseases. Mereo's
strategy is to selectively acquire product candidates for rare
diseases that have already received significant investment from
pharmaceutical and large biotechnology companies and that have
substantial preclinical, clinical and manufacturing data packages.
Mereo's lead rare disease product candidate, setrusumab, has
completed a Phase 2b dose ranging study in adult patients with
osteogenesis imperfecta ("OI"). Mereo's second lead product
candidate, alvelestat, is being investigated in a Phase 2
proof-of-concept clinical trial in patients with alpha-1
antitrypsin deficiency ("AATD"). Mereo's broader pipeline consists
of additional clinical-stage product candidates; acumapimod for the
treatment of acute exacerbations of chronic obstructive pulmonary
disease ("AECOPD"), leflutrozole for the treatment of
hypogonadotropic hypogonadism ("HH") in obese men, and etigilimab
for patients with advanced or metastatic solid tumors.
Additional Information
The person responsible for arranging the release of this
information on behalf of the Company is Charles Sermon General
Counsel
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities.
Forward-Looking Statements
This Announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this Announcement are forward-looking statements within the meaning
of Section 27A of the United States Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements usually relate to future events
and anticipated revenues, earnings, cash flows or other aspects of
our operations or operating results. Forward-looking statements are
often identified by the words "believe," "expect," "anticipate,"
"plan," "intend," "foresee," "should," "would," "could," "may,"
"estimate," "outlook" and similar expressions, including the
negative thereof. The absence of these words, however, does not
mean that the statements are not forward-looking. These
forward-looking statements are based on the Company's current
expectations, beliefs and assumptions concerning future
developments and business conditions and their potential effect on
the Company. While management believes that these forward-looking
statements are reasonable as and when made, there can be no
assurance that future developments affecting the Company will be
those that it anticipates.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include risks relating
to unanticipated costs, liabilities or delays; failure or delays in
research and development programs, including expected timing of
topline data for the Phase 2 proof-of-concept clinical trial
evaluating the Company's second lead product candidate, alvelestat,
in patients with alpha-1 antitrypsin deficiency; the safety and
efficacy of the Company's product candidates and the likelihood of
clinical data to be positive and of such product candidates to be
approved by the applicable regulatory authorities; unanticipated
changes relating to competitive factors in the Company's industry;
risks relating to the Company's capitalization, resources and
ownership structure, including as a result of circumstances
affecting the Company's former principal shareholder; the
availability of sufficient resources for company operations and to
conduct or continue planned clinical development programs,
including the Company's ability to continue as a going concern;
changes in law or regulations affecting the Company.
All of the Company's forward-looking statements involve known
and unknown risks and uncertainties (some of which are significant
or beyond its control) and assumptions that could cause actual
results to differ materially from the Company's historical
experience and its present expectations or projections. The
foregoing factors and the other risks and uncertainties that affect
the Company's business, including those described in its Annual
Report on Form 20-F, Reports on Form 6-K and other documents filed
from time to time by the Company with the United States Securities
and Exchange Commission (the "SEC") and those described in other
documents the Company may publish from time to time should be
carefully considered. The Company wishes to caution you not to
place undue reliance on any forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to
publicly update or revise any of our forward-looking statements
after the date they are made, whether as a result of new
information, future events or otherwise, except to the extent
required by law.
Mereo BioPharma Contacts:
Mereo +44 (0)333 023 7300
Denise Scots-Knight, Chief Executive Officer
Richard Jones, Chief Financial Officer
Cantor Fitzgerald Europe (Nominated Adviser
and Broker to Mereo) +44 (0)20 7894 7000
Phil Davies
Will Goode
Burns McClellan (US Public Relations Adviser
to Mereo)
+01 (0) 212 213
Lisa Burns 0006
Steve Klass
FTI Consulting (UK Public Relations Adviser
to Mereo)
Simon Conway
Ciara Martin +44 (0)20 3727 1000
Investors:
investors@mereobiopharma.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCEAFAEFLKEEFA
(END) Dow Jones Newswires
February 10, 2020 07:00 ET (12:00 GMT)
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