PharmaCyte Biotech Announces Closing of $70 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules
August 23 2021 - 4:39PM
Business Wire
PharmaCyte Biotech, Inc. (NASDAQ: PMCB) (PharmaCyte or Company),
a biotechnology company focused on developing cellular therapies
for cancer and diabetes using its signature live-cell encapsulation
technology, Cell-in-a-Box®, today announced the closing of its
previously announced registered direct offering priced
at-the-marked under Nasdaq rules, of 14,000,000 shares of the
Company’s common stock (or pre-funded warrants to purchase common
stock in lieu of common stock) at an effective purchase price of
$5.00 per share for gross proceeds of approximately $70 million,
before deducting the placement agent’s fees and other offering
expenses payable by the Company. In a concurrent private placement,
PharmaCyte also issued to the investors in the offering
unregistered warrants to purchase up to an aggregate 7,000,000
shares of common stock.
Immediately following the closing of the registered direct
offering and the concurrent private placement, the number of
outstanding shares of common stock of the Company will be
18,979,465 and the Company will have approximately $90 million in
cash in its bank account.
H.C. Wainwright acted as the exclusive placement agent for the
offering.
The warrants have an exercise price equal to $5.00 per share,
are exercisable immediately upon issuance and will expire five
years from the issuance date.
The Company intends to use the net proceeds of this offering (i)
to complete activities requested by the U.S. Food and Drug
Administration (FDA) to address the FDA’s clinical hold on its
Investigational New Drug application (IND) with respect to the
Company’s planned Phase 2b clinical trial in locally advanced,
inoperable, pancreatic cancer (LAPC), including conducting several
additional preclinical studies and assays and providing the FDA
with the additional information it requested, (ii) to fully fund
and conduct the Phase 2b clinical trial in LAPC, if and when the
clinical hold on the IND is lifted, (iii) to continue clinical
development of the Company’s cancer program, (iv) to continue
development of the Company’s diabetes program, (v) to continue
development of the Company’s malignant ascites program and (iv) for
general corporate purposes.
The shares of common stock (and common stock equivalents)
described above (but not the warrants or the shares of common stock
underlying the warrants) were offered and sold by the Company in a
registered direct offering pursuant to a “shelf” registration
statement on Form S-3 (File No. 333-255044) that was previously
filed with and subsequently declared effective by the U.S.
Securities and Exchange Commission (SEC) on April 14, 2021, and an
additional registration statement on Form S-3 filed on August 19,
2021, pursuant to Rule 462(b), which became effective automatically
upon filing. The offering of the shares of common stock (or common
stock equivalents) was made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement. The final prospectus supplement and the
accompanying base prospectus relating to the shares of common stock
(or common stock equivalents) being offered in the registered
direct offering have been filed with the SEC and are available on
the SEC’s website at https://www.sec.gov. Electronic copies of the
final prospectus supplement and the accompanying base prospectus
may also be obtained by contacting H.C. Wainwright & Co., LLC
at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at
(212) 856-5711 or by email at placements@hcwco.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(“Act”), and Regulation D promulgated thereunder and, along with
the shares of common stock underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities in this offering,
nor shall there be any sale of these securities 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.
About PharmaCyte Biotech
PharmaCyte Biotech, Inc. is a biotechnology company developing
cellular therapies for cancer and diabetes based upon a proprietary
cellulose-based live cell encapsulation technology known as
“Cell-in-a-Box®.” This technology is being used as a platform upon
which therapies for several types of cancer and diabetes are being
developed.
PharmaCyte’s product candidate for cancer involves encapsulating
genetically engineered human cells that convert an inactive
chemotherapy drug into its active or “cancer-killing” form. For
pancreatic cancer, these encapsulated cells are implanted in the
blood supply to the patient’s tumor as close as possible to the
site of the tumor. Once implanted, the chemotherapy prodrug
ifosfamide that is normally activated in the liver is given
intravenously at one-third the normal dose. The ifosfamide is
carried by the circulatory system to where the encapsulated cells
have been implanted. When the ifosfamide flows through pores in the
capsules, the live cells inside act as a “bio-artificial liver” and
activate the chemotherapy prodrug ifosfamide at the site of the
cancer.
PharmaCyte’s product candidate for Type 1 diabetes and
insulin-dependent Type 2 diabetes involves encapsulating a human
liver cell line that has been genetically engineered to produce and
release insulin in response to the levels of blood sugar in the
human body. PharmaCyte is also considering the use of genetically
modified stem cells to treat diabetes. The encapsulation of the
cell lines will be done using the Cell-in-a-Box® technology. Once
the encapsulated cells are implanted in a diabetic patient, we
anticipate that they will function as a “bio-artificial pancreas”
for purposes of insulin production.
Safe Harbor
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that express the current beliefs and expectations of the management
of PharmaCyte, including, without limitation, statements regarding
the usage of net proceeds from the registered direct offering and
the amount of cash the Company expects to have after closing. Any
statements contained in this press release that do not describe
historical facts are forward-looking statements that are subject to
risks and uncertainties that could cause actual results,
performance and achievements to differ materially from those
discussed in such forward-looking statements. Factors that could
affect our actual results include our ability to maintain the
listing of our common stock on a national securities exchange,
raise the necessary capital to fund our operations and to find
partners to supplement our capabilities and resources,
satisfactorily address the issues raised by the FDA to have the
clinical hold removed on our IND so that we may proceed with our
planned clinical trial in LAPC, as well as such other factors that
are included in our periodic reports on Form 10-K and Form 10-Q
that we file with the SEC. These forward-looking statements are
made only as of the date hereof, and we undertake no obligation to
update or revise the forward-looking statements, except as
otherwise required by law, whether as a result of new information,
future events or otherwise.
More information about PharmaCyte Biotech can be found at
www.PharmaCyte.com. Information may also be obtained by contacting
PharmaCyte’s Investor Relations Department.
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version on businesswire.com: https://www.businesswire.com/news/home/20210823005641/en/
Dr. Gerald W. Crabtree Investor Relations: PharmaCyte
Biotech, Inc. Investor Relations Department Telephone: 917.595.2856
Email: InvestorRelations@PharmaCyte.com
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