Madrigal Pharmaceuticals Announces $35 Million Private Placement Offering
June 21 2017 - 9:00AM
Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL) today announced that
it has entered into a definitive securities purchase agreement with
a group of institutional accredited investors for the private
placement offering of approximately 328,300 shares of its common
stock and approximately 1.97 million shares of its Series A
Convertible Preferred Stock. The institutional investors
participating in the private placement consist of a core group of
existing, non-controlling stockholders of Madrigal.
For each share of common stock and each share of Series A
Convertible Preferred Stock, the investors agreed to pay a
negotiated purchase price of $15.23, resulting in gross proceeds to
Madrigal, before deducting estimated offering expenses, of
approximately $35 million. The private placement is expected to
close on or about June 23, 2017, subject to customary closing
conditions.
Madrigal expects to use the proceeds from the offering primarily
to support the ongoing clinical development of its lead compound,
MGL-3196, a first-in-class, oral, once-daily, liver-directed,
thyroid hormone receptor (THR) β-selective agonist. MGL-3196
is being developed as a treatment for patients with non-alcoholic
steatohepatitis (NASH) and heterozygous familial
hypercholesterolemia (HeFH). Madrigal recently reported that,
following a prescheduled Data Safety Monitoring Board (DSMB)
meeting to review data from Madrigal’s Phase 2 NASH clinical trial,
the DSMB issued a positive recommendation for the continuation of
the clinical trial with no changes to the protocol. Madrigal
expects top-line results from two Phase 2 proof-of-concept trials
by year-end.
“This additional capital and expanded support from our
institutional shareholders reinforces our belief that MGL-3196 has
the potential to safely and effectively address the serious unmet
medical needs of patients with NASH as well as those with HeFH,”
stated Paul A. Friedman, M.D., Chief Executive Officer of Madrigal.
“Further, with the Phase 2 data expected by year-end, we are
well-positioned to move MGL-3196 forward in an appropriate and
expeditious manner.”
The Series A Convertible Preferred Stock is non-voting. Each
share of Series A Convertible Preferred Stock is convertible into
one share of Madrigal’s common stock, provided that conversion will
be prohibited if, as a result, the holder and its affiliates would
beneficially own more than 4.99% of the total number of shares of
Madrigal’s common stock or any other class of any equity security
(other than an exempted security) that is registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended,
which may be increased or decreased to any other percentage at the
holder’s election on 61 days’ notice delivered to Madrigal.
The securities offered and to be sold by Madrigal in this
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 registration requirements. Madrigal has agreed to
file a registration statement with the SEC covering the resale of
the shares of common stock 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 state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
About Madrigal Pharmaceuticals
Madrigal Pharmaceuticals, Inc. (Nasdaq:MGDL) is a clinical-stage
biopharmaceutical company pursuing novel therapeutics that target a
specific thyroid hormone receptor pathway in the liver, which is a
key regulatory mechanism common to a spectrum of cardio-metabolic
and fatty liver diseases with high unmet medical need. The
company’s lead candidate, MGL-3196, is a first-in-class, orally
administered, small-molecule, liver-directed, thyroid hormone
receptor (THR) ß-selective agonist that is currently in Phase 2
development for NASH and HeFH. For more information, visit
www.madrigalpharma.com.
Forward-Looking Statements
This communication contains “forward-looking statements” made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements reflect
management's current knowledge, assumptions, judgment and
expectations regarding future performance or events. Although
management believes that the expectations reflected in such
statements are reasonable, they give no assurance that such
expectations will prove to be correct and you should be aware that
actual results could differ materially from those contained in the
forward-looking statements. Forward-looking statements are subject
to a number of risks and uncertainties including, but not limited
to, the company's clinical development of MGL-3196, the timing and
outcomes of clinical studies of MGL-3196, and the uncertainties
inherent in clinical testing. Undue reliance should not be placed
on forward-looking statements, which speak only as of the date they
are made. Madrigal undertakes no obligation to update any forward
looking statements to reflect new information, events or
circumstances after the date they are made, or to reflect the
occurrence of unanticipated events. Please refer to Madrigal's
filings with the U.S. Securities and Exchange Commission for more
detailed information regarding these risks and uncertainties and
other factors that may cause actual results to differ materially
from those expressed or implied.
Investor Contact:
Marc Schneebaum, Madrigal Pharmaceuticals, Inc.
IR@madrigalpharma.com
Media Contact:
Mike Beyer, Sam Brown Inc.
mikebeyer@sambrown.com
312-961-2502
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