WARRINGTON, Pa., July 17, 2015 /PRNewswire/ -- Discovery
Laboratories, Inc. (Nasdaq: DSCO) today announced that it has
priced an underwritten public offering of 18.3 Million Series A
units and 40.0 Million Series B units. Each Series A unit
consists of one share of common stock and a Series A warrant to
purchase one share of common stock at an exercise price of
$0.70 per share, at a purchase price
of $0.60 per unit. Investors
whose purchase of units in the offering would result in their
beneficially owning more than the beneficial ownership limitation
to be included in the warrants following the consummation of the
offering will have the opportunity to acquire, in lieu of Series A
units, Series B units, each of which consists of a Series B fully
pre-funded warrant to purchase one share of common stock and a
Series B warrant to purchase one share of common stock at an
exercise price of $0.70 per unit, at
the same purchase price of $0.60 per
unit. The warrants are exercisable immediately and will
expire on the seventh anniversary of the issue date. In
addition, the underwriters have been granted a 30-day option to
purchase up to an additional 8.75 million units to cover
over-allotments, if any.
Net proceeds from the offering, after estimated underwriting
discount and other estimated fees and expenses payable by Discovery
Labs, and assuming the warrants are not exercised, will be
approximately $32.7 million (which
includes up to $5 million in non-cash
consideration that may be received from the company's principal
lenders in the form of a reduction in future interest payments
under the company's loan facility). The offering is
expected to close on or about July 22,
2015, subject to satisfaction of customary closing
conditions. Discovery Labs intends to use the net proceeds
from the offering to support its AEROSURF® clinical
program and for other working capital and general corporate
purposes.
Stifel is acting as sole book-running manager, H.C. Wainwright & Co., is acting as lead
manager and LifeSci Capital LLC is acting as co-manager for the
offering.
The securities are being offered by Discovery Laboratories, Inc.
pursuant to a registration statement previously filed and declared
effective by the Securities and Exchange Commission. The
securities may be offered only by means of a prospectus, including
a prospectus supplement, forming a part of the effective
registration statement. When available, copies of the
preliminary prospectus supplement, the final prospectus supplement
and the accompanying base prospectus relating to this offering may
be obtained at the Securities and Exchange Commission web site at
http://www.sec.gov, or from Stifel, Nicolaus & Company,
Incorporated, Attention: Syndicate, One
Montgomery Street, Suite 3700, San
Francisco, California 94104 or via telephone at (415)
364-2720 or via email at syndprospectus@stifel.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of Discovery
Laboratories, Inc. nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Discovery Labs
Discovery Laboratories, Inc. is
a specialty biotechnology company focused on developing aerosolized
KL4 surfactant therapies for respiratory diseases.
Surfactants are produced naturally in the lung and are essential
for normal respiratory function and survival. If surfactant
deficiency or degradation occurs, the air sacs in the lungs can
collapse, resulting in severe respiratory diseases and
disorders. Discovery Labs' technology platform includes a
novel synthetic peptide-containing (KL4) surfactant, that is
structurally similar to pulmonary surfactant, and proprietary drug
delivery technologies being developed to enable efficient delivery
of aerosolized KL4 surfactant. Discovery Labs believes that
its proprietary technology platform makes it possible, for the
first time, to develop a significant pipeline of aerosolized
surfactant products to address a variety of respiratory diseases
for which there frequently are few or no approved therapies.
Forward-Looking Statements
To the extent
that statements in this press release are not strictly historical,
all such statements are forward-looking, and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from the statements made. Examples of such risks
and uncertainties, including those related to Discovery Labs'
securities offering and its development programs, are described in
Discovery Labs' filings with the Securities and Exchange Commission
including the most recent reports on Forms 10-K, 10-Q and 8-K, and
any amendments thereto.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/discovery-labs-announces-pricing-of-35-million-public-offering-of-common-stock-warrants-and-pre-funded-warrants-300114851.html
SOURCE Discovery Laboratories, Inc.