Evoke Pharma Announces $10 Million Registered Direct Offering Priced At-The-Market
July 29 2016 - 3:15PM
Evoke Pharma, Inc. (Nasdaq:EVOK) ("Evoke Pharma" or "the Company"),
today announced that it has entered into definitive agreements with
institutional investors for an offering of shares of common stock
with gross proceeds of approximately $10 million in a registered
direct offering priced at the market price. The closing of the
offering is expected to take place on or about August 3, 2016,
subject to the satisfaction of customary closing conditions.
In connection with the offering, the Company will
issue approximately $10 million of registered shares of common
stock at a purchase price of $3.0825 per share. Concurrently
in a private placement, for each share of common stock purchased by
an investor, such investor will receive from the Company an
unregistered warrant to purchase 0.50 shares of common stock.
The warrants have an exercise price of $3.03 per share, will be
exercisable immediately and will expire 5.5 years from the initial
exercise date.
Rodman & Renshaw, a unit of H.C. Wainwright
& Co., LLC, acted as the exclusive placement agent in
connection with this offering.
The Company intends to use the net proceeds from
the offering to conduct further analyses of the Phase 3 trial data
of its product candidate, EVK-001, and assess continued development
opportunities for this product candidate, to prepare for a
potential FDA meeting, for other working capital and general
corporate purposes, and for the potential repayment of outstanding
indebtedness under its loan and security agreement.
The shares of common stock described above (but not
the warrants or the shares of common stock underlying the warrants)
are being offered pursuant to a shelf registration statement (File
No. 333-200176). Such shares of common stock may be offered
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.
The warrants and the shares of common stock
underlying the warrants issued in the offering have not been
registered under the Securities Act of 1933, as amended or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any of the securities
described herein. There shall not be any offer, solicitation of an
offer to buy, or sale of securities in any state or jurisdiction in
which such an offering, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction. The Company will file a prospectus
supplement with the SEC relating to such shares of common stock,
and following such filing, copies of the prospectus supplement and
the accompanying base prospectus relating to this offering may be
obtained at the SEC's website at http://www.sec.gov, or from H.C.
Wainwright & Co. by e-mailing placements@hcwco.com.
About Evoke Pharma, Inc.Evoke is a
specialty pharmaceutical company focused primarily on the
development of drugs to treat GI disorders and diseases. The
Company is developing EVK-001, a metoclopramide nasal spray for the
relief of symptoms associated with acute and recurrent
gastroparesis in women with diabetes mellitus. Diabetic
gastroparesis is a GI disorder afflicting millions of sufferers
worldwide, in which the stomach takes too long to empty its
contents resulting in serious digestive system symptoms.
Metoclopramide is the only product currently approved in the United
States to treat gastroparesis, and is currently available only in
oral and intravenous forms. EVK-001 is a novel formulation of this
drug, designed to provide systemic delivery of metoclopramide
through nasal administration. Visit www.EvokePharma.com for more
information.
Safe Harbor Statement Evoke
cautions you that statements included in this press release that
are not a description of historical facts are forward-looking
statements. In some cases, you can identify forward-looking
statements by terms such as "may," "will," "should," , or expect,"
"plan," "anticipate," "could," "intend," "target," "project,"
"contemplates," "believes," "estimates," "predicts," "potential" or
"continue" or the negatives of these terms or other similar
expressions. These statements are based on the company's current
beliefs and expectations. These forward-looking statements include
statements regarding Evoke’s expectations on the completion, timing
and size of the offering and the anticipated use of proceeds
therefrom. The inclusion of forward-looking statements should not
be regarded as a representation by Evoke that any of its plans will
be achieved. Actual results may differ from those set forth in this
press release due to the risks and uncertainties associated with
market conditions and the satisfaction of customary closing
conditions related to the offering; potential remedies that may be
exercised by Evoke’s secured lender in connection with defaults
under the loan and security agreement; and other risks and
uncertainties inherent in Evoke’s business, including those
described in the company's periodic filings with the SEC and the
prospectus supplement and related prospectus for this offering
filed with the SEC. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date hereof, and Evoke undertakes no obligation to revise or update
this press release to reflect events or circumstances after the
date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement. This caution is made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
Investor Relations Contact:
The Ruth Group
David Burke
O: 646-536-7009
C: 917-618-2651
dburke@theruthgroup.com
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