Zynerba Pharmaceuticals Enters Into Equity Purchase Agreement for Up to $20 Million with Lincoln Park Capital
July 21 2022 - 7:00AM
Zynerba Pharmaceuticals, Inc. (Nasdaq: ZYNE), the leader in
innovative pharmaceutically-produced transdermal cannabinoid
therapies for orphan neuropsychiatric disorders, today announced it
has entered into an equity purchase agreement for up to $20 million
with Lincoln Park Capital Fund, LLC (LPC), a Chicago-based
institutional investor.
Under the terms of the agreement, Zynerba will have the right in
its sole discretion, but not the obligation, to sell to LPC up to
$20 million worth of shares of its common stock over the 36-month
term of the agreement. Zynerba controls the timing and amount of
any future sales of its shares of common stock and LPC is obligated
to make purchases in accordance with the terms of the purchase
agreement, subject to various limitations including those under the
Nasdaq listing rules. Any common stock that is sold by Zynerba will
occur at a purchase price that is based on the market prices
prevailing at the time of each sale to LPC. There is no upper limit
to the price per share that LPC may pay for future stock issuances
under the purchase agreement, and LPC has agreed not to cause or
engage in any direct or indirect short selling or hedging of
Zynerba’s common stock. No warrants are being issued in this
transaction and the purchase agreement does not contain any rights
of first refusal, participation rights, penalties or liquidated
damages provisions in favor of any party. Zynerba may terminate the
purchase agreement at any time, at its sole discretion, without any
cost or penalty.
The Company expects this commitment from LPC will provide
financial flexibility and is aligned with Zynerba’s long-term
strategy for value creation. Zynerba intends to use any net
proceeds from the sale of its common stock to LPC for working
capital and general corporate purposes, including research and
development expenses and capital expenditures.
“We are excited to enter into this transaction with Lincoln Park
Capital and believe that this agreement provides us with another
opportunity to access capital in an efficient manner,” said Jim
Fickenscher, Chief Financial Officer and Vice President, Corporate
Development of Zynerba. “The financial flexibility provided by this
agreement will further support our clinical development efforts
with Zygel in Fragile X syndrome and 22q11.2 deletion
syndrome.”
Additional information regarding the purchase agreement is set
forth in a Current Report on Form 8-K, which Zynerba filed today
with the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will 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 offering can be made only by means of the
prospectus supplement and accompanying prospectus, copies of which
may be obtained at the SEC’s website at www.sec.gov or by request
from Zynerba Pharmaceuticals at 80 W. Lancaster Avenue, Suite 300,
Devon, Pennsylvania 19333 or by telephone at (484) 581-7505.
Financial Outlook
The Company believes its $69.7 million of cash and cash
equivalents as of March 31, 2022 are sufficient to fund planned
operations and capital requirements through the end of 2023 or into
early 2024, after the expected availability of top line results
from its confirmatory Pivotal Phase 3 RECONNECT trial of Zygel in
patients with Fragile X syndrome.
About Zynerba Pharmaceuticals, Inc.
Zynerba Pharmaceuticals is the leader in innovative
pharmaceutically-produced transdermal cannabinoid therapies for
rare and near-rare neuropsychiatric disorders. We are committed to
improving the lives of patients and their families living with
severe, chronic health conditions including Fragile X syndrome,
22q11.2 deletion syndrome and autism spectrum disorder. Learn more
at www.zynerba.com and follow us on Twitter at
@ZynerbaPharma.
Cautionary Note on Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. We may, in some cases, use terms such as “predicts,”
“believes,” “potential,” “proposed,” “continue,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should” or other words that convey uncertainty of
future events or outcomes to identify these forward-looking
statements. Such statements are subject to numerous important
factors, risks and uncertainties that may cause actual events or
results to differ materially from the Company’s current
expectations. Management’s expectations and, therefore, any
forward-looking statements in this press release could also be
affected by risks and uncertainties relating to a number of other
factors, including the following: the Company’s cash and cash
equivalents may not be sufficient to support its operating plan for
as long as anticipated; the Company’s expectations, projections and
estimates regarding expenses, future revenue, capital requirements,
incentive and other tax credit eligibility, collectability and
timing, and availability of and the need for additional financing;
the Company’s ability to obtain additional funding to support its
clinical development programs; the results, cost and timing of the
Company’s clinical development programs, including any delays to
such clinical trials relating to enrollment or site initiation;
clinical results for the Company’s product candidates may not be
replicated or continue to occur in additional trials and may not
otherwise support further development in a specified indication or
at all; actions or advice of the U.S. Food and Drug Administration,
the European Medicines Agency and other foreign regulatory agencies
may affect the design, initiation, timing, continuation and/or
progress of clinical trials or result in the need for additional
clinical trials; the Company’s ability to obtain and maintain
regulatory approval for its product candidates, and the labeling
under any such approval; the Company’s reliance on third parties to
assist in conducting pre-clinical and clinical trials for its
product candidates; delays, interruptions or failures in the
manufacture and supply of the Company’s product candidates; the
Company’s ability to commercialize its product candidates; the size
and growth potential of the markets for the Company’s product
candidates, and the Company’s ability to service those markets; the
Company’s ability to develop sales and marketing capabilities,
whether alone or with potential future collaborators; the rate and
degree of market acceptance of the Company’s product candidates;
the Company’s expectations regarding its ability to obtain and
adequately maintain sufficient intellectual property protection for
its product candidates; the extent to which health epidemics and
other outbreaks of communicable diseases, including COVID-19, could
disrupt our operations or adversely affect our business and
financial conditions; and the extent to which inflation or global
instability, including political instability, may disrupt our
business operations or our financial condition. This list is not
exhaustive and these and other risks are described in the Company’s
periodic reports, including the annual report on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K,
filed with or furnished to the Securities and Exchange Commission
and available at www.sec.gov. Any forward-looking statements that
the Company makes in this press release speak only as of the date
of this press release. The Company assumes no obligation to update
forward-looking statements whether as a result of new information,
future events or otherwise, after the date of this press
release.
Zynerba Contact
Peter VozzoICR WestwickeOffice: 443.213.0505Cell:
443.377.4767Peter.Vozzo@Westwicke.com
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