SAN DIEGO, Nov. 6, 2014 /PRNewswire/ -- Mast
Therapeutics, Inc. (NYSE MKT: MSTX), a clinical-stage
biopharmaceutical company, today announced the pricing of an
underwritten public offering that is expected to raise gross
proceeds of approximately $21 million.
The Company is offering 30,941,102 Series A units at a purchase
price per unit of $0.48. Each
Series A unit will consist of one share of common stock and
one-half (0.5) of a warrant. Each whole warrant will be
exercisable for one share of common stock at an initial exercise
price of $0.75 per share.
As a component of the offering and in lieu of Series A units
that include common stock, the Company is also offering
13,081,428 Series B units at a purchase price per unit of
$0.47. Series B units are being
offered only to those purchasers whose purchase of additional
Series A units in the offering would otherwise result in the
purchaser beneficially owning more than 4.99% of the Company's
outstanding common stock following the completion of the offering.
Each Series B unit will consist of one pre-funded warrant to
purchase one share of common stock at an initial exercise price of
$0.01 per share and one-half (0.5) of
a warrant. Each whole warrant will be exercisable for one
share of common stock at an initial exercise price of $0.75 per share.
The offering is expected to close on or about November 12, 2014, subject to customary closing
conditions. All of the securities in the offering are being
sold by the Company.
The Company expects to receive net proceeds from the offering of
approximately $20 million, after
deducting underwriting discounts and commissions and estimated
offering expenses. The Company intends to use the net
proceeds primarily to fund its clinical development programs,
including EPIC, the Company's ongoing pivotal Phase 3 study of
MST-188 in sickle cell disease, and for working capital and general
corporate purposes.
Cowen and Company, LLC is acting as sole book-running manager.
Canaccord Genuity Inc. is acting as lead manager and Laidlaw &
Company and Highline Research Advisers are acting as co-managers
for the offering.
The offering is being made pursuant to a shelf registration
statement previously filed with the Securities and Exchange
Commission and declared effective on May 1,
2012. The offering will be made only by means of the
prospectus supplement related to the offering and accompanying
prospectus that form part of the registration statement, copies of
which may be obtained by contacting: Cowen and Company, LLC, c/o
Broadridge Financial Services, 1155 Long Island Avenue,
Edgewood, NY, 11717, Attn:
Prospectus Department, or by calling (631) 274-2806. Copies
also will be available on the Commission's website at
www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities being offered by the
prospectus supplement and accompanying prospectus related to the
offering, nor shall there be any sale of the securities being
offered in any state or other jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Mast Therapeutics
Mast Therapeutics, Inc. is a publicly traded biopharmaceutical
company headquartered in San
Diego, California. The Company is leveraging the MAST
(Molecular Adhesion and Sealant Technology) platform, derived from
over two decades of clinical, nonclinical and manufacturing
experience with purified and non-purified poloxamers, to develop
MST-188, its lead product candidate, for serious or
life-threatening diseases and conditions typically characterized by
impaired microvascular blood flow and damaged cell
membranes.
Forward Looking Statements
Mast Therapeutics cautions you that statements included in this
press release that are not a description of historical facts are
forward-looking statements that are based on the Company's current
expectations and assumptions. Such forward-looking statements
include, but are not limited to, statements regarding the
anticipated proceeds from the offering and their intended use and
anticipated completion of the offering. Among the factors
that could cause or contribute to material differences between the
Company's actual results and the expectations indicated by the
forward-looking statements are risks and uncertainties that
include, but are not limited to: the ability to manage successfully
and complete the offering; the uncertainty of outcomes in ongoing
and future studies of the Company's product candidates and the risk
that its product candidates, including MST-188, may not demonstrate
adequate safety, efficacy or tolerability in one or more such
studies, including EPIC; delays in the commencement or completion
of clinical studies, including as a result of difficulties in
obtaining regulatory agency agreement on clinical development plans
or clinical study design, opening trial sites, enrolling study
subjects, manufacturing sufficient quantities of clinical trial
material, being subject to a "clinical hold," and/or suspension or
termination of a clinical study, including due to patient safety
concerns or lack of funding; the potential for the Company to
delay, reduce or discontinue current and/or planned development
activities, including clinical studies, partner its product
candidates at inopportune times or pursue less expensive but
higher-risk and/or lower return development paths if it is unable
to raise sufficient additional capital as needed; the potential for
institutional review boards or the FDA or other regulatory agencies
to require additional nonclinical or clinical studies prior to
initiation of a planned clinical study of a product candidate; the
risk that, even if clinical studies are successful, the FDA or
other regulatory agencies may determine they are not sufficient to
support a new drug application; the potential that, even if
clinical studies of a product candidate in one indication are
successful, clinical studies in another indication may not be
successful; the Company's reliance on contract research
organizations (CROs), contract manufacturing organizations (CMOs),
and other third parties to assist in the conduct of important
aspects of development of its product candidates, including
clinical studies, manufacturing, and regulatory activities for its
product candidates, and that such third parties may fail to perform
as expected; the risk that, even if the Company successfully
develops a product candidate in one or more indications, it may not
realize commercial success with its products and may never generate
revenue sufficient to achieve profitability; the risk that the
Company is not able to adequately protect its intellectual property
rights relating to the MAST platform and MST-188 or AIR001 and
prevent competitors from duplicating or developing equivalent
versions of its product candidates; and other risks and
uncertainties more fully described in the Company's press releases
and periodic filings with the Securities and Exchange Commission,
including the preliminary prospectus supplement related to the
offering. The Company's public filings with the Securities and
Exchange Commission are available at www.sec.gov.
You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. Mast
Therapeutics does not intend to revise or update any
forward-looking statement set forth in this press release to
reflect events or circumstances arising after the date hereof,
except as may be required by law.
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SOURCE Mast Therapeutics