Proceeds Will Fund the Commercialization of
XERAVA
Tetraphase Pharmaceuticals, Inc. (Nasdaq: TTPH), a
biopharmaceutical company focused on commercializing its novel
tetracycline XERAVATM (eravacycline for injection) to treat serious
and life-threatening infections, today announced that it has
entered into a definitive agreement with Armistice Capital, LLC, a
healthcare-focused institutional investor, for the purchase, in a
private placement priced at-the-market under Nasdaq rules, of (i)
1,270,000 shares of common stock and accompanying warrants to
purchase an aggregate of 1,270,000 shares of common stock, and (ii)
pre-funded warrants to purchase up to an aggregate of 2,063,334
shares of common stock and accompanying warrants to purchase up to
an aggregate of 2,063,334 shares of common stock. Each share of
common stock and accompanying common stock warrant are being sold
together at a combined price of $3.00, and each pre-funded warrant
and accompanying common stock warrant are being sold together at a
combined price of $2.999, for gross proceeds of approximately $10
million. Each pre-funded warrant will have an exercise price of
$0.001 per share, will be exercisable immediately and will be
exercisable until all of the pre-funded warrants are exercised in
full. Each common stock warrant will have an exercise price of
$2.87 per share, will be exercisable immediately and will expire
five years from the date of issuance.
In addition, the Company has entered into a definitive agreement
with certain healthcare-focused institutional investors for the
purchase, in a registered direct offering priced at-the-market
under Nasdaq rules, of (i) 2,380,105 shares of common stock and
accompanying warrants to purchase up to an aggregate of 2,380,105
shares of common stock, and (ii) pre-funded warrants to purchase up
to an aggregate of 120,000 shares of common stock and accompanying
warrants to purchase up to an aggregate of 120,000 shares of common
stock. Each share of common stock and accompanying common stock
warrant are being sold together at a combined price of $3.00, and
each pre-funded warrant and accompanying common stock warrant are
being sold together at a combined price of $2.999, for gross
proceeds of approximately $7.5 million. Each pre-funded warrant
will have an exercise price of $0.001 per share, will be
exercisable immediately and will be exercisable until all of the
pre-funded warrants are exercised in full. Each common stock
warrant will have an exercise price of $2.87 per share, will be
exercisable immediately and will expire five years from the date of
issuance.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the private placement and the registered direct
offering.
The gross proceeds to the Company from the registered direct
offering and the concurrent private placement, before deducting the
placement agent's fees and other estimated offering expenses
payable by the Company, will be approximately $17.5 million. The
Company intends to use the net proceeds from the registered direct
offering and concurrent private placement for the commercialization
of XERAVA as well as for working capital and other general
corporate purposes. The registered direct offering and concurrent
private placement are expected to close on or about January 24,
2020, subject to the satisfaction of customary closing conditions.
The closing of the registered direct offering is also conditioned
upon the closing of the concurrent private placement.
A shelf registration statement relating to the securities
offered in the registered direct offering described above was filed
with the Securities and Exchange Commission (the “SEC”) on January
25, 2018 and declared effective by the SEC on February 5, 2018. The
offering will be made only by means of the written prospectus and
prospectus supplement that form a part of the registration
statement. A preliminary prospectus supplement, final prospectus
supplement and the accompanying prospectus related to the offering
will be filed with the SEC and may be obtained, when available, for
free by visiting EDGAR on the SEC website at www.sec.gov.
Electronic copies of the final prospectus supplement and the
accompanying prospectus relating to the offering may also be
obtained, when available, by contacting H.C. Wainwright & Co.,
LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, or by calling
(646) 975-6996 or by emailing placements@hcwco.com.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws, and
accordingly 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. Tetraphase has agreed to
file a registration statement with the SEC registering the resale
of the shares of common stock issued in the private placement and
the shares of common stock issuable upon the exercise of the
warrants issued in the private placement (the “Private Placement
Securities”).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities being offered, 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.
Any offering of the Private Placement Securities under the resale
registration statement will only be by means of a prospectus.
About Tetraphase Pharmaceuticals, Inc.
Tetraphase Pharmaceuticals, Inc. is a biopharmaceutical company
using its proprietary chemistry technology to develop and
commercialize novel tetracyclines for serious and life-threatening
conditions, including bacterial infections caused by many
multidrug-resistant, or MDR, bacteria. There is a medical need for
new antibiotics as resistance to existing antibiotics increases.
The company’s commercial product, XERAVATM (eravacycline), a fully
synthetic fluorocycline, is an intravenous, or IV, antibiotic that
is approved for use as a first-line empiric monotherapy for the
treatment of MDR infections, including those found in complicated
intra-abdominal infections, or cIAI.
Forward-Looking Statements
Statements contained in this press release about Tetraphase that
are not purely historical, and all other statements that are not
purely historical, may be deemed to be forward-looking statements
for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. The words "anticipates,"
"believes," "estimates," "expects," "intends," "may," "plans,"
"projects," "will," "would" and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These
forward-looking statements involve known and unknown risks and
uncertainties that may cause Tetraphase's actual results,
performance or achievements to be materially different from those
expressed or implied by the forward-looking statements Tetraphase
makes. Important factors that may cause or contribute to such
differences include fluctuations in Tetraphase's stock price, the
anticipated use of the proceeds of the registered direct offering
and concurrent private placement, Tetraphase's ability to satisfy
customary closing conditions related to the registered direct
offering and concurrent private placement and to consummate the
registered direct offering and concurrent private placement, and
such other factors as are set forth in the risk factors detailed
from time to time in Tetraphase's periodic reports and registration
statements filed with the SEC including, without limitation, the
risk factors detailed in Tetraphase's Quarterly Report on Form 10-Q
filed with the SEC on November 12, 2019 and the final prospectus
supplement to be filed in connection with the registered direct
offering under the heading "Risk Factors." You should not place
undue reliance on these forward-looking statements. In addition,
any forward-looking statements represent Tetraphase's views only as
of today and should not be relied upon as representing Tetraphase's
views as of any subsequent date. Tetraphase disclaims any
obligation to update any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200122005868/en/
Argot Partners Maeve Conneighton 212-600-1902
maeve@argotpartners.com
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