Zosano Pharma Announces Pricing of Private Placement of Common Stock and Warrants
16 8월 2016 - 9:40PM
Zosano Pharma Corporation (NASDAQ:ZSAN), a CNS company focused on
providing rapid symptom relief to patients using the Company’s
proprietary intracutaneous delivery system, today announced that it
has entered into a securities purchase agreement to sell shares of
its common stock and warrants to purchase shares of its common
stock at a price of $1.57 per unit in a private placement.
This financing will generate aggregate gross proceeds at closing of
approximately $7.5 million from the sale of the units, before
deducting placement agent fees and estimated offering
expenses. The Company may also receive up to an additional
$14.4 million upon exercise of the warrants. The
investors have no obligation to exercise the warrants, which are
exercisable in whole or in part in their sole discretion. A
select group of qualified institutional buyers, institutional
accredited investors, accredited investors and certain members of
management and board of directors participated in the private
placement.
At the closing, Zosano Pharma will sell 4.8 million shares of
common stock and warrants to purchase 9.6 million shares of common
stock for aggregate gross proceeds of approximately $7.5 million.
The consolidated closing bid price for the common stock on
the Nasdaq Capital Market on the day of pricing, August 15, 2016
was $1.32.
The Company will issue two types of warrants to purchase its
common stock in connection with the private placement, Series A
warrants and Series B warrants. The Series A warrants will have an
exercise price of $1.45 per share of common stock underlying the
Series A warrant and will expire twelve (12) months and one (1)
week from the date of issuance. The Series B warrants will
have an exercise price of $1.55 per share of common stock
underlying the Series B warrant and will expire five (5) years from
the date of issuance. The transaction is expected to close on
or about August 19, 2016, subject to customary closing
conditions. Zosano Pharma expects to use the proceeds from
the private placement to advance the company’s M207 program towards
FDA registration and for general corporate purposes.
Guggenheim Securities, LLC served as sole lead placement agent
and Roth Capital Partners, LLC served as co-placement agent for the
transaction.
The securities being sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission
(SEC) or an applicable exemption from such registration
requirements. Zosano Pharma has agreed to file a registration
statement with the SEC covering the resale of the shares of common
stock issued in the private placement, as well as the shares of
common stock issuable upon exercise of the warrants issued in 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 sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Zosano Pharma
Zosano Pharma Corporation is a CNS company focusing on providing
rapid symptom relief to patients using known therapeutics and
altering their delivery profile using the Company’s proprietary
intracutaneous delivery system. The Company’s goal is to make
intracutaneous drug delivery a standard of care for delivering
drugs requiring fast onset of action. Zosano Pharma has developed
its proprietary intracutaneous delivery system to administer
proprietary formulations of existing drugs through the skin for the
treatment of a variety of indications. The Company believes
that its intracutaneous delivery system offers rapid and consistent
drug delivery combined with ease of use. The Company is
focused on developing products that deliver established molecules
with known safety and efficacy profiles for markets where patients
remain underserved by existing therapies. Zosano Pharma
anticipates that many of its current and future development
programs may enable the Company to utilize a regulatory pathway
that would streamline clinical development and accelerate the path
towards commercialization.
Forward-Looking Statements
This press release contains forward-looking statements
including, among others, statements about the expected closing of,
and anticipated use of proceeds from, the private placement and the
potential proceeds that could be received if the warrants are
exercised. Readers are urged to consider statements that
include the words “may,” “will,” “would,” “could,” “should,”
“might,” “believes,” “estimates,” “projects,” “potential,”
“expects,” “plans,” “anticipates,” “intends,” “continues,”
“forecast,” “designed,” “goal,” “unaudited,” “approximately” or the
negative of those words or other comparable words to be uncertain
and forward-looking. These statements are subject to risks and
uncertainties that are difficult to predict and actual outcomes may
differ materially. These include risks and uncertainties relating
to Zasano Pharma’s inability, or the inability of the investors, to
satisfy the conditions to closing for the financing; the fact the
some or all of the warrants could expire unexercised; the process
of discovering, developing and commercializing products that are
safe and effective for use as human therapeutics and risks inherent
in the effort to build a business around such products; Zosano
Pharma’s ability to raise the substantial additional funds required
to achieve its goals; unplanned capital requirements; adverse
general economic and industry conditions; competitive factors; and
other risks and uncertainties described under the heading “Risk
Factors” in our 2015 Annual Report on Form 10-K, as filed with the
Securities Exchange Commission on March 29, 2016. Although we
believe that the expectations reflected in these forward-looking
statements are reasonable as of the date of this press release, we
cannot in any way guarantee that the future results, level of
activity, performance or events and circumstances reflected in
forward-looking statements will be achieved or occur. All
forward-looking statements are based on information currently
available to Zosano Pharma and Zosano Pharma assumes no obligation
to update any such forward-looking statements.
Zosano Pharma Contact:
Konstantinos Alataris, Ph.D.
Chief Executive Officer
510-745-1200
Investor Contact:
Jamien Jones
Blueprint Life Science Group
415-375-3340 x 5
jjones@bplifescience.com
Zosano Pharma (NASDAQ:ZSAN)
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