Vaccinex Announces Pricing of $3.7 Million PIPE Financing
February 07 2024 - 8:00AM
Vaccinex, Inc. (Nasdaq: VCNX) (“Vaccinex” or the “Company”), a
clinical-stage biotechnology company pioneering a differentiated
approach to treating neurodegenerative disease by blocking
astrogliosis and neuroinflammation through the inhibition of
SEMA4D, today announced it has priced a $3.7 million private
placement transaction with a lead investment from a major new
investor alongside significant participation from existing
investors, including entities affiliated with the Chairman of the
Company’s Board of Directors and the Company’s Chief Executive
Officer. The securities purchase agreement for the financing
provides for the sale of an aggregate of 3,838,544 shares of the
Company’s common stock (and 1,265,078 common stock equivalents in
lieu of common stock) together with common warrants to purchase up
to an equal number (5,103,622) of shares of common stock. The
shares and warrants are being sold at a combined purchase price per
share and warrant of $0.725. The common warrants will have an
exercise price of $1.00 per share. The common warrants will be
immediately exercisable and will expire five years from the initial
exercise date, provided, however, that the Company may call the
warrants within 120 days after reporting specified positive topline
data in the Company’s ongoing SIGNAL-AD phase 1/2a clinical trial
of its lead drug candidate, pepinemab, in Alzheimer’s disease.
The closing of the offering is expected to occur
on or before February 8, 2024, subject to the satisfaction of
customary closing conditions. The gross proceeds from the offering
are expected to be $3.7 million. The Company believes that together
with the proceeds from its previously concluded public offering of
$9.6 million in October 2023, the net proceeds from this financing
together with other commitments will fully fund its ongoing
SIGNAL-AD trial through the release of topline data, which is
anticipated in the third quarter of 2024.
In connection with the private placement, the
Company is also entering into a registration rights agreement with
certain of the private placement investors. Pursuant to the
registration rights agreement, Vaccinex will agree to, among other
things, file with the Securities and Exchange Commission a
registration statement covering the resale of the shares covered by
the registration rights agreement. 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 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 Pepinemab and Alzheimer’s Disease
Vaccinex, Inc. is pioneering a differentiated
approach to treating neurodegenerative diseases and cancer through
the inhibition of semaphorin 4D (SEMA4D). The Company’s lead drug
candidate, pepinemab, a SEMA4D blocking antibody, inhibits damaging
inflammation and loss of homeostatic functions in brain of patients
with neurodegenerative diseases and promotes effective tumor
immunity in multiple cancers. Pepinemab is being studied as a
monotherapy in the SIGNAL-AD Phase 1/2a clinical trial in
Alzheimer’s Disease (“AD”), with ongoing exploration of potential
Phase 3 development in Huntington’s disease (“HD”). Vaccinex has
previously reported results of a phase 2 trial in HD (Nature
Medicine 28:2183-2193 (2022)) that indicated pepinemab treatment
prevents decline in glucose uptake associated with astrocyte
activation and significantly slows cognitive decline as measured by
the HD Cognitive Assessment Battery (HD-CAB).
Astrocytes are key regulatory cells in the brain
that, under conditions of injury or disease, switch from their
normal supportive physiological functions to inflammatory activity
that is believed to aggravate damage to brain tissue. This
transition is marked by release of glial fibrillary acidic protein
(“GFAP”), a characteristic astrocyte product, into blood. GFAP
level in blood has been found to correlate with Aβ amyloid deposits
in brain and to be associated with higher risk of incident dementia
and faster rates of cognitive decline in AD. A committee convened
by the Alzheimer’s Association has recently recommended GFAP as a
leading blood-based biomarker of astrocyte activation and brain
inflammation in AD. Vaccinex recently reported that pepinemab
treatment significantly reduces GFAP levels in blood of patients
with HD. Given the many physiological parallels between
neurodegenerative processes in HD and AD, we believe that similar
biological effects of pepinemab treatment are likely in the two
indications.
Early evidence of limited benefit to AD patients
treated with antibodies to Aβ amyloid has stimulated a search for
differentiated treatments, such as targeting neuroinflammation,
that could further improve responses. It has been known for some
time that beta amyloid deposits can also be present in the brain of
elderly subjects who do not progress to Alzheimer’s. As noted by
Howard Fillit, MD, Chief Science Officer for the Alzheimer’s Drug
Discovery Foundation, “If there’s no strong immune reaction to the
buildup [of amyloid deposits], there’s no inflammation and no
progression of disease.” We believe that the ability to prevent
astrocyte activation and reduce brain inflammation makes pepinemab
an attractive alternative or complement to anti-Aβ antibodies with
potential for greater efficacy. SIGNAL-AD is supported in part by
funding from the Alzheimer’s Association and the Alzheimer’s Drug
Discovery Foundation.
Forward Looking Statements
To the extent that statements contained in this
press release are not descriptions of historical facts regarding
Vaccinex, Inc. (“Vaccinex,” “we,” “us,” or “our”), they may be
forward-looking statements reflecting management’s current beliefs
and expectations. Such statements include, but are not limited to,
statements about our plans, expectations and objectives with
respect to our clinical trials of pepinemab in various indications
and the use and potential benefits of pepinemab in AD and HD and
other indications, Vaccinex’s ability to finance its current
development plans with pre-existing cash balance and funds from the
offering, and other statements identified by words such as “may,”
“will,” “appears,” “expect,” “planned,” “anticipate,” “estimate,”
“intend,” “hypothesis,” “potential,” “suggest”, “advance,” “subject
to” and similar expressions or their negatives (as well as other
words and expressions referencing future events, conditions, or
circumstances). Forward-looking statements involve substantial
risks and uncertainties that could cause the outcome of our
research and pre-clinical and clinical development programs, future
results, performance, or achievements to differ significantly from
those expressed or implied by the forward-looking statements. Such
risks and uncertainties include, among others, our ability to
continue as a going concern, our ability to maintain the listing of
our common stock on Nasdaq, the risk the offering does not close,
the impact of inflation on our expenses and business, uncertainties
inherent in the execution, cost, enrollment and completion of
clinical trials, uncertainties related to regulatory approval,
risks related to our dependence on our lead product candidate
pepinemab, and other matters that could affect our development
plans or the commercial potential of our product candidates. Except
as required by law, we assume no obligation to update these
forward-looking statements. For a further discussion of these and
other factors that could cause future results to differ materially
from any forward-looking statement, see the section titled “Risk
Factors” in our periodic reports filed with the Securities and
Exchange Commission (the “SEC”) and the other risks and
uncertainties described in Vaccinex’s most recent year-end Annual
Report on Form 10-K and subsequent SEC filings.
Investor ContactElizabeth
Evans, PhDChief Operating Officer, Vaccinex, Inc.(585)
766-2033eevans@vaccinex.com
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