Soleno Therapeutics Announces $15 Million Private Placement
December 12 2017 - 08:30AM
Financing to Support Planned Phase III Clinical
Program for DCCR in Prader-Willi Syndrome
Soleno Therapeutics, Inc. (NASDAQ:SLNO), a clinical-stage
biopharmaceutical company developing novel therapeutics for the
treatment of rare diseases, today announced that it has entered
into a definitive agreement with certain institutional and
accredited investors to raise aggregate gross proceeds of
approximately $15 million through the private placement of its
equity securities (“PIPE”). The financing was led by Oracle
Investment Management, Jack W. Schuler and Birchview Capital, and
supported by certain of Soleno’s existing investors, including
individuals and entities affiliated with the company’s Board of
Directors.
Soleno will sell 8,141,116 of its common shares
at $1.8425 per share, a premium of approximately 5 percent over the
last closing price, for gross proceeds of approximately $15
million. Each share of common stock will be issued with a
warrant to purchase 0.74 additional shares of Soleno’s common stock
at an exercise price of $2.00 per share. The warrants will
have a term of three years and, in the event of positive Phase
III results for Diazoxide Choline Controlled-Release (DCCR) tablet
in Prader-Willi syndrome (PWS), the warrants will expire 30 days
from the announcement of such results.
Soleno intends to use the net proceeds from the
offering to conduct the planned Phase III program of DCCR in PWS, a
rare and complex genetic neurobehavioral/metabolic disorder
affecting appetite, growth, metabolism, cognitive function, and
behavior, as well as general corporate purposes. The Company
expects to initiate this trial in early 2018.
Piper Jaffray & Co. is acting as sole
placement agent for the transaction.
This press release is issued pursuant to Rule
135(c) under the Securities Act of 1933, as amended, and does 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 jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
The securities to be sold in the PIPE 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 or an applicable exemption from such registration
requirements. Soleno has agreed to file a registration
statement with the Securities and Exchange Commission covering the
resale of the shares of common stock, including the shares of
common stock issuable upon exercise of the warrants, sold in the
private placement. Soleno has agreed to file the registration
statement within 15 days of the initial closing of the PIPE. If any
shares are unable to be included on the initial registration
statement, Soleno has agreed to file subsequent registration
statements until all the shares have been registered, and the
registration rights agreement imposes certain customary cash
penalties on Soleno for its failure to satisfy specified filing and
effectiveness time periods.
About Soleno Therapeutics,
Inc.
Soleno Therapeutics, Inc. is focused on the
development and commercialization of novel therapeutics for the
treatment of rare diseases. The company is currently
advancing its lead candidate, DCCR, a once-daily oral tablet for
the treatment of PWS, into a Phase III clinical development program
in early 2018.
For more information, please visit
www.soleno.life.
Forward-Looking Statements
This press release contains forward-looking
statements that are subject to many risks and uncertainties.
Forward-looking statements include statements regarding our
intentions, beliefs, projections, outlook, analyses or current
expectations concerning, among other things, our ability to
initiate the Phase III clinical development program of DCCR in PWS
in early 2018.
We may use terms such as "believes,"
"estimates," "anticipates," "expects," "plans," "intends," "may,"
"could," "might," "will," "should," "approximately" or other words
that convey uncertainty of future events or outcomes to identify
these forward-looking statements. Although we believe that we have
a reasonable basis for each forward-looking statement contained
herein, we caution you that forward-looking statements are not
guarantees of future performance and that our actual results of
operations, financial condition and liquidity, and the development
of the industry in which we operate may differ materially from the
forward-looking statements contained in this presentation. As a
result of these factors, we cannot assure you that the
forward-looking statements in this presentation will prove to be
accurate. Additional factors that could materially affect actual
results can be found in Soleno’s Form 10-Q filed with the
Securities and Exchange Commission on November 14, 2017, including
under the caption titled "Risk Factors." Soleno expressly disclaims
any intent or obligation to update these forward-looking
statements, except as required by law.
Contact:Brian RitchieLifeSci Advisors,
LLC212-915-2578
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