EPIX Pharmaceuticals Secures Committed Equity Financing Facility
2008-08-05 05:30:00
EPIX Pharmaceuticals Secures Committed Equity Financing Facility
Financing Facility May Provide Up To $50 Million of Capital
LEXINGTON, Mass.–(EMWNews)–EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), a biopharmaceutical company
focused on discovering and developing novel therapeutics through the use
of its proprietary and highly efficient in silico drug discovery
platform, announced today that it has entered into a Committed Equity
Financing Facility (CEFF) with Kingsbridge Capital Limited, a private
investment group. Under the terms of the agreement, Kingsbridge has
committed to provide up to $50 million of capital during the next three
years through the purchase of newly issued shares of EPIX common stock.
The maximum number of shares that can be sold by EPIX under this
agreement is approximately 8.3 million shares. EPIX will determine the
exact timing and amount of any CEFF financings, subject to certain
conditions. The actual amount of funds that can be raised under this
agreement will be dependent on the number of shares actually sold under
the agreement and the market value of EPIX stock during the pricing
periods of each sale.
“This financing facility should provide EPIX
with additional access to capital as we continue to execute our Vasovist®
monetization and clinical development strategies,”
said Kim C. Drapkin, chief financial officer of EPIX. “Based
upon the agreement’s flexible terms, we will
be able to draw down capital to efficiently support our corporate and
clinical initiatives. We have recently resubmitted our New Drug
Application for Vasovist, initiated our Phase 2b proof-of-concept
program for PRX-03140 for the treatment of Alzheimer’s
disease and expect to commence our Phase 2b trial for PRX-08066 for the
treatment of pulmonary hypertension associated with chronic obstructive
pulmonary disease. We believe these recent and upcoming milestones
illustrate our strong focus on building value through the development of
our broad clinical pipeline.”
Details of EPIX’s CEFF with Kingsbridge are as
follows:
-
Kingsbridge is committed under the CEFF to purchase the lesser of 8.3
million shares or $50 million of common stock from EPIX. EPIX
may access the capital for up to three years after the Securities and
Exchange Commission declares effective the registration statement to
be filed by EPIX covering the resale of the shares of common stock
issuable to Kingsbridge in connection with the CEFF.
-
EPIX may access capital under the CEFF in tranches of up to 1.5% of
EPIX’s market capitalization at the time of
the draw down. Alternatively, based upon the company’s
prior 30-day trading volume, EPIX may have the ability to increase
each draw down from 1.5% to up to 3% of its market capitalization at
the time of the draw down. Kingsbridge will purchase shares of common
stock pursuant to the CEFF at discounts ranging from 6% to 12%
depending on the volume-weighted average market price of the common
stock during the eight-day pricing period, provided that the minimum
acceptable purchase price for any shares to be issued to Kingsbridge
during the eight-day period is determined by the higher of $1.25 or
90% of EPIX’s common stock closing price
the day before the commencement of each draw down.
-
EPIX is not obligated to utilize any of the $50 million available
under the CEFF and there are no minimum commitments or minimum use
penalties. The CEFF agreement does not contain any restrictions on EPIX’s
operating activities, automatic pricing resets or minimum market
volume restrictions.
-
The agreement does not prohibit EPIX from conducting additional debt
or equity financing, other than financings similar to the CEFF.
-
Kingsbridge is restricted from engaging in any shorting transaction of
EPIX’s common stock.
-
In connection with the CEFF, EPIX issued a warrant to Kingsbridge to
purchase up to 400,000 shares of common stock at an exercise price of
approximately $2.49 per share which represents 125% of the
average of the closing prices of the common stock during the five
trading days preceding the agreement date. The warrant will become
exercisable six months from the date of the agreement and will remain
exercisable, subject to certain exceptions, for a period of five years
thereafter.
The warrant issued to Kingsbridge and the shares of common stock
issuable under the CEFF, and the shares issuable upon the exercise of
the warrant, have not been registered under the Securities Act, or state
securities laws, and may not be offered or sold in the United States
without being registered with the SEC or through an applicable exemption
from SEC registration requirements. EPIX has agreed to file a
registration statement with the SEC covering the resale of the shares
issuable under the CEFF and the shares issuable upon the exercise of the
warrant within 60 days of the date of the agreement.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any of
the securities referred to in this news release in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state. Any offering of EPIX common stock under the resale registration
statement referred to in this news release will be made only by means of
a prospectus.
About EPIX
EPIX Pharmaceuticals is a biopharmaceutical company focused on
discovering and developing novel therapeutics through the use of its
proprietary and highly efficient in silico drug discovery
platform. The company has a pipeline of internally-discovered drug
candidates currently in clinical development to treat diseases of the
central nervous system and lung conditions. EPIX also has collaborations
with leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics and Bayer Schering Pharma. For more
information, please visit the company’s
website at www.epixpharma.com.
This news release contains express or implied forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are based on current expectations of management.
These statements relate to, among other things, the projected date for
the filing of the registration statement for resale of the shares
referred to in this news release, the estimation of funds that might be
raised under the CEFF, the commencement of the Phase 2b trial for
PRX-08066, and management’s plans, objectives and strategies. These
statements are neither promises nor guarantees, but are subject to a
variety of risks and uncertainties, many of which are beyond our
control, and which could cause actual results to differ materially from
those contemplated in these forward-looking statements. In particular,
the risks and uncertainties include, among other things: risks that
product candidates may fail in the clinic or may not be successfully
marketed or manufactured; risks relating to our ability to advance the
development of product candidates currently in the pipeline or in
clinical trials; failure to obtain the financial resources to complete
development of product candidates; our inability to further identify,
develop and achieve commercial success for new products and
technologies; competing products may be more successful; our inability
to interest potential partners in our technologies and products; our
inability to achieve commercial success for our products and
technologies; our inability to successfully in-license products and/or
technologies; our inability to successfully defend against litigation;
our inability to protect our intellectual property and the cost of
enforcing or defending our intellectual property rights; our failure to
comply with regulations relating to our products and product candidates,
including FDA requirements; the risk that the FDA may interpret the
results of our studies differently than we have; the risk that we may be
unable to successfully secure regulatory approval of and market our drug
candidates; and risks of new, changing and competitive technologies and
regulations in the U.S. and internationally. Existing and prospective
investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to update or revise the information contained in
this press release, whether as a result of new information, future
events or circumstances or otherwise. For additional information
regarding these and other risks that we face, see the disclosure
contained in our filings with the Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q.
EPIX Communications |
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