Elite Pharmaceuticals Secures $5 Million Funding Commitment
January 03 2012 - 8:30AM
Elite Pharmaceuticals, Inc. ("Elite") (OTCBB:ELTP) announced today
that it has entered into a securities purchase agreement with
Socius CG II, Ltd., a subsidiary of Socius Capital Group
("Socius"). Socius, based in New York and Los Angeles, has an
impressive record of making investments in emerging life sciences
companies. Under the agreement, Elite may sell up to $5 million of
non-convertible Series F Preferred Stock to Socius over a two-year
period. Proceeds will be used for product development, including
the scale-up of products using Elite's abuse deterrent technology,
as well as other corporate purposes that management may deem
necessary and appropriate.
"With the completion of this transaction, for the first time in
a long time, management believes that it can focus its time on
growing the company and enhancing shareholder value without having
to expend an inordinate amount of time contemplating where the
capital required for growth will come from," said Elite's Chief
Executive Officer, Jerry Treppel. "We believe this financing
arrangement will help resolve that issue."
Pursuant to the agreement, Elite has the right over a term of
two years, subject to certain conditions which include the filing
and effectiveness of a registration statement, to require Socius to
purchase up to $5 million of redeemable, non-convertible Series F
Preferred Stock (the "Series F Preferred Stock"), with such
purchases payable in tranches at the election of Elite. The Series
F Preferred Stock is non-voting, not convertible into common stock
and is redeemable at the option of Elite. It carries an annual
dividend rate of 10%, with such dividends to be paid via the
issuance of Series F Preferred Stock. Additionally, Elite may not
deliver a tranche notice to Socius if the closing bid price of
Elite's common stock is less than $0.07.
In addition, with each purchase of Series F Preferred Stock, a
portion of the warrant to purchase shares of Elite's common stock
issued to Socius, with an exercise price of $0.07, will vest and be
automatically exercised in an amount equal to 35% of the dollar
amount of the Series F Preferred Stock being purchased and an
additional investment right to purchase Elite's common stock, at a
price of $0.07 per share, will be automatically exercised in an
amount equal to 100% of the dollar amount of the Series F Preferred
Stock being purchased.
Upon automatic exercise of the warrant and additional investment
right, Socius must pay for the underlying shares, at its option, in
cash or by delivering a full-recourse secured promissory
note. In connection with a redemption of the Series F
Preferred Stock, at the option of either Elite or Socius, all
outstanding promissory notes may be offset, exchanged and cancelled
for all outstanding shares of Series F Preferred Stock held by
Socius such that following such offset, exchange and cancellation,
no further amounts shall be due or payable with respect to such
shares of Series F Preferred Stock or such promissory notes and all
of such shares of Series F Preferred Stock and promissory notes
shall no longer be outstanding.
Elite expects the closing to the agreement to occur within 5
business days of the execution of the agreement.
Additional details regarding the financing, including the terms
and conditions upon which the Preferred Stock may be sold to
Socius, will be included in a Current Report on Form 8-K which will
be filed with the Securities and Exchange Commission.
About Elite Pharmaceuticals, Inc.
Elite Pharmaceuticals, Inc. develops oral sustained and
controlled release products. Elite's strategy includes assisting
partner companies in the life cycle management of products, to
improve off-patent drug products, and developing generic versions
of controlled release drug products with high barriers to entry.
Elite has four ANDA products partnered with TAGI Pharma; one ANDA
has launched, two ANDAs are in the process of a manufacturing site
transfer and an additional ANDA is currently under review by the
FDA. Elite also manufactures Lodrane D® and receives royalties
for Lodrane D®, an allergy product partnered with ECR
Pharmaceuticals ("ECR"), a wholly owned subsidiary of Hi-Tech
Pharmacal ("Hi-Tech"). Elite's lead pipeline products,
ELI-216, a once-daily abuse resistant oxycodone, and ELI-154, a
once-daily oxycodone, are novel sustained release oral formulations
of opioids for the treatment of chronic pain, which address two of
the limitations of existing oral opioids: the provision of
consistent relief of baseline pain levels and deterrence of
potential abuse. Elite also has partnered with MikahPharma to
develop a new product and with Hi-Tech Pharmacal to develop an
intermediate for a generic product. Elite operates a GMP and
DEA registered facility for research, development, and
manufacturing located in Northvale, NJ.
The Elite Pharmaceuticals, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=8737
This news release contains forward-looking statements, including
those related to the preliminary nature of the clinical program
results and the potential for further product development, that
involve known and unknown risks, delays, uncertainties and other
factors not under the control of Elite, which may cause actual
results, performance or achievements of the companies to be
materially different from the results, performance or other
expectations implied by these forward-looking statements. In
particular, because substantial future testing will be required
prior to approval, the results described above may not be supported
by additional data or by the results of subsequent trials. These
risks and other factors, including the timing or results of pending
and future clinical trials, regulatory reviews and approvals by the
Food and Drug Administration and other regulatory authorities, and
intellectual property protections and defenses, are discussed in
Elite's filings with the Securities and Exchange Commission such as
the 10K, 10Q and 8K reports. Elite undertakes no obligation to
update any forward-looking statements.
CONTACT: Elite Pharmaceuticals, Inc.
Dianne Will, Investor Relations, 518-398-6222
Dianne@elitepharma.com
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