TIDMIMM
RNS Number : 0090I
Immupharma PLC
30 March 2020
ImmuPharma PLC
("ImmuPharma" or the "Company")
Subscription to raise GBP1.5 million
to fund expansion of R&D pipeline
This announcement replaces the "Subscription to raise GBP1.5
million to fund expansion of R&D pipeline" announcement
released at 700am on 30 March 2020 under RNS 0059I. The date for
the launch of the New BioGlucagon product as set out in the
"Highlights" section of "Update on R&D programmes" is 2022 not
2020. All other details remain unchanged. The full amended
announcement appears below.
ImmuPharma PLC (LSE AIM: IMM - Euronext Growth: ALIMM), the
specialist drug discovery and development company, is pleased to
announce subscriptions to raise GBP1.5 million (the
"Subscriptions") through the issue of 15,000,000 new ordinary share
of 10 pence each in the Company ("Ordinary Shares") (the
"Subscription Shares") at a price of 10p per Ordinary Share ("Issue
Price"). The Subscriptions comprise a GBP200,000 subscription from
Dr Robert Zimmer, (Director, President & Chief Scientific
Officer of ImmuPharma) through Luca and Associates AG ("Luca")( a
company to which he is connected) and a GBP1.3 million subscription
with Lanstead Capital Investors L.P. ("Lanstead"), an institutional
investor and substantial shareholder, together with a related
sharing agreement, to raise in aggregate GBP1.5 million before
expenses.
Highlights
-- Subscription for 2,000,000 new Ordinary Shares (the "Luca
Subscription") by Luca and Associates AG at an issue price of 10
pence per Subscription Share to raise gross proceeds of GBP200,000
(the "Luca Subscription").
-- Subscription for 13,000,000 new Ordinary Shares (the
"Lanstead Subscription Shares") by Lanstead at an issue price of 10
pence per Subscription Share to raise gross proceeds of GBP1.3
million (the "Lanstead Subscription").
-- Further supportive investment in the Company by Lanstead
following the GBP4.43 million investment and sharing agreement in
February 2016, from which ImmuPharma ultimately received just over
GBP5.0 million from Lanstead, and the GBP2.66 million investment in
June 2019 which was invested in an ongoing sharing agreement with
Lanstead, which is also currently ahead on cumulative settlements
to date.
-- The Issue Price represents a 6.45 per cent. discount to the
closing price (of 10.69p) of the Ordinary Shares on 27 March 2020,
the latest business date prior to the Subscription.
-- The GBP1.3 million gross proceeds of the Lanstead
Subscription will be pledged by the Company pursuant to a sharing
agreement with Lanstead (the "Sharing Agreement"). The Sharing
Agreement, details of which are set out below, entitle the Company
to receive back those proceeds on a pro rata monthly basis over a
period of 24 months, subject to adjustment upwards or downwards
each month depending on the Company's share price at the time. The
Sharing Agreement provides the opportunity for the Company to
benefit from positive future share price performance.
-- The Company has also agreed to issue to Lanstead 650,000 new
Ordinary Shares (the "Value Payment Shares") in connection with the
Sharing Agreement.
-- The proceeds of the Subscriptions receivable by the Company,
of GBP1.5 million, of which GBP1.3m is subject to the Sharing
Agreement, will be used primarily to fund:
o Expansion of the Company's R&D programmes (see below);
and
o General working capital.
Update on R&D Programmes
ImmuPharma's pipeline will now comprise four therapy areas,
which are Autoimmunity; Anti-Infectives; Metabolism and Cancer.
Highlights:
-- Strengthened advisory team for Lupuzor(TM) international Phase III trial;
-- Proof of Concept study planned for Lupuzor(TM) in CIDP patients;
-- 3 new Anti-Infective programmes; and
-- New BioGlucagon product, with a potential market launch date in 2022.
Autoimmunity | Lupuzor(TM) for Lupus and CIDP
Lupus
The Company continues positively with its collaboration with our
exclusive US partner Avion Pharmaceuticals LLC ("Avion"), who is
fully funding the new optimised international Phase III trial for
Lupuzor(TM) in lupus.
Recently, Avion has strengthened its team of advisors for the
Phase III trial, entering into a collaboration with a leading lupus
patient group and the formation of a Board of Key Opinion Leaders
("KOLs"), all of whom are senior respected consultants within the
lupus and autoimmune community in the US and Europe.
In consultation with these advisors, a number of key decisions
will now be made and next steps agreed in advance to meeting with
the Food & Drug Administration (FDA). These will include:
-- Agreeing the structure of the optimised international Phase III Lupuzor(TM) trial;
-- Agreeing on the demographics and patient inclusion criteria; and
-- Guidance on key territories where the trial will be conducted
Once the Phase III trial has commenced, these advisors will
together provide:
-- The support and expedition to identify and recruit the most
appropriate lupus patients for the trial and;
-- Promotion to patient steering groups to raise awareness of
Lupuzor(TM) to lupus patients and their clinicians throughout the
duration of the trial.
Discussions continue with potential partners for Lupuzor(TM)
outside of the US.
Chronic Inflammatory Demyelinating Polyneuropathy ("CIDP")
Outside of lupus the unique mechanism of action of Lupuzor(TM)
(also known as Forigerimod or P140) has demonstrated in a number of
pre-clinical trials that it has the potential to also be effective
within other auto-immune diseases. One disease of key interest to
ImmuPharma's team is Chronic Inflammatory Demyelinating
Polyneuropathy ("CIDP") where compelling pre-clinical data* has
been generated. CIDP could potentially be granted 'Orphan Drug
Designation' due to the unmet clinical need and with around 50,000
to 100,000 confirmed cases in the US and Europe, which would
provide a fast approval process. The sales potential however could
be greater than $500 million annually, with currently no effective
approved drug on the market.
ImmuPharma is planning to commence a Proof of Concept study in
CIDP patients based on the strong data already gained within the
Company's lupus dossier.
*Results were published in 2018 in the 'Journal of Autoimmunity'
entitled: "An autophagy-targeting peptide to treat chronic
inflammatory demyelinating polyneuropathies". This paper is
available to review on line at the Journal of Autoimmunity:
https://doi.org/10.1016/j.jaut.2018.05.009.
Anti-Infectives
Why Anti-Infectives?
There is growing resistance to antibiotics and antifungal
agents, and more recently the Covid-19 outbreak has highlighted
mankind's unpreparedness and susceptibility to more aggressive
infectious microorganisms, not only from a health perspective but
also from an economic and social impact. Surviving cancer and other
fatal diseases is undoubtedly vital but without sufficient
ammunition against bugs (viral, fungal or bacterial, ) we survive
to face a bigger problem.
The World Health Organisation has stated that resistance to
antibiotics is one of the biggest threats to global health, costs
and mortality. Pandemic disease events could cost the global
economy over $6 trillion in the 21st century (National Academy of
Medicine: 2016).
However, despite the obvious threats to the health and wellbeing
of the world's population, anti-infectives is a therapy area that
attracts one of the lowest R&D spends in the biopharma
industry. For example, there are three trials in oncology for one
in anti-infectives, even though anti-infective drug development is
faster and less expensive. Trials are generally much shorter for
anti-infection versus chronic disease. So, this is an attractive
therapy area for speed to market and lower cost of trials.
Antiviral opportunity
The Company through its subsidiary UREkA Pharma has recently
become a partner in a consortium dedicated to the development of
novel peptides intended to block the fusion of COVID-19 and other
viruses to the target cell, an approach similar to Fuzeon
(enfuvirtide) by Roche.
Drugs that target viral entry into the host cell have been
proven effective against a wide range of viral diseases. The aim is
to apply the results of fundamental research to the development of
novel inhibitors of SARS-CoV-2 entry into target cells using the
Urelix(TM) patented technology of UREkA Pharma together with
contributions from the other members of the consortium. The
strategy is based on inhibiting viral entry, using peptides
specific for the viral fusion protein.
Anti-fungal opportunity | 'BioAMP-B'
ImmuPharma has recently developed BioAMP-B, a novel
peptide-based drug that offers a potential improvement on
Amphotericin-B ("Amp-B"). Amp-B is one of the few effective
treatments for many serious and life threatening fungal infections
such as aspergillosis (lung infection). However, the leading AMP-B,
'Ambisome' is known to cause serious kidney toxicity in 14-15% of
patients. ImmuPharma's BioAMP-B's target profile has a superior
safety profile to Ambisome. Sales of Ambisome in 2019 were $407
million. Next step is lead candidate optimisation.
Anti-bacterial opportunity | 'IPP-203101'
IPP-203101 is ImmuPharma's novel peptide-based antibiotic for
the treatment of MRSA ("methicillin-resistant Staphylococcus
aureus" or "superbug") and other severe and hospital acquired
multi-resistant infections. MRSA infections are increasingly
resistant to even the last lines of drug defence such as
'vancomycin' and 'teicoplanin', which are two commonly used
antibiotics. IPP-203101 causes bacterial cell death by a two-step
mechanism involving interaction with the lipid component of the
membrane followed by membrane breakdown. IPP-203101's target
profile is to be as efficacious as vancomycin, but with a better
safety profile, weekly administration, less susceptible resistance
and a better efficacy profile for certain strains. Next step is
lead candidate optimisation.
Metabolism | BioGlucagon
ImmuPharma has developed its product, BioGlucagon, as a
potential new rescue therapy for low sugar events in diabetes.
Existing glucagon products have poor solubility and are
inconvenient with variable dosing due to poor solubility creating
risks for patients. BioGlucagon has 100% solubility, can be
formulated in pre-filled syringe pens and could be used in insulin
pumps. The next step will be to progress towards a bio equivalence
study for BioGlucgagon, which if successful could result with a
potential market launch date in 2022.
Commenting, ImmuPharma's Chairman, Tim McCarthy, said :
"We are delighted to receive further investment from Lanstead,
who remain a long term supporter and significant institutional
shareholder in ImmuPharma. We also recognise the further investment
from our President and Chief Scientific Officer, Dr Robert Zimmer,
who similarly is a significant shareholder in the Company.
"It is important to recognise the continuing support of Lanstead
as a long term shareholder in ImmuPharma, which has been
demonstrated since their initial involvement in 2016. They remained
committed to maintaining a significant shareholding within the
Company into 2018, after the Sharing Agreement was completed in
2017 and again supported the Company with a further investment in
2019.
"We believe that this latest investment from Lanstead is a
strong endorsement of ImmuPharma and in support of their own
carefully developed investment strategy of only supporting
companies and technology platforms which have substantial future
accretive opportunities.
"The proceeds from these investments by Dr Zimmer and Lanstead,
together with existing cash resources, will support the significant
expansion of our R&D pipeline.
"We look forward to continuing our long and beneficial
relationship with Lanstead which ultimately is focused on creating
greater value for shareholders over the medium and long term."
Further information on the Luca Subscription
Pursuant to a subscription agreement between the Company and
Luca and Associates AG (the "Luca Subscription Agreement"),
2,000,000 new Ordinary Shares (the "Luca Subscription Shares") have
been allotted and will be issued to Luca and Associates AG at 10
pence per Subscription Share for an aggregate subscription price of
GBP200,000.
The Luca Subscription is conditional, inter alia, on Admission.
Admission and dealings in the Luca Subscription Shares is expected
to commence at 8.00am on or around Thursday 2 April 2020.
Further information on the Lanstead Subscription
Pursuant to the subscription agreement between the Company and
Lanstead (the "Lanstead Subscription Agreement"), 13,000,000 new
Ordinary Shares have been allotted and will be issued to Lanstead
at 10 pence per Subscription Share for an aggregate subscription
price of GBP1.3 million before expenses.
The Lanstead Subscription proceeds of GBP1.3 million will be
pledged to Lanstead under the Sharing Agreement under which
Lanstead will then make, subject to the terms and conditions of
that Sharing Agreement, monthly settlements (subject to adjustment
upwards or downwards) to the Company over 24 months, as detailed
below. As a result of entering into the Sharing Agreement, the
aggregate amount received by the Company under the Lanstead
Subscription and the related Sharing Agreement may be more or less
than GBP1.3 million, as further explained below.
The Lanstead Subscription Shares will rank pari passu with the
existing Ordinary Shares and application has been made to the
London Stock Exchange for admission of the Subscription Shares to
trading on AIM ("Admission"). The Lanstead Subscription is
conditional, inter alia, on Admission and there being: (i) no
breach of certain customary warranties given by the Company to
Lanstead at any time prior to Admission; and (ii) no force majeure
event occurring prior to Admission. Admission and dealings in the
Lanstead Subscription Shares is expected to commence at 8.00am on
or around Thursday 2 April 2020.
The Sharing Agreement
As part of the Lanstead Subscription, the Company has entered
into the Sharing Agreement, pursuant to which ImmuPharma will
pledge the GBP1.3 million gross proceeds of the Lanstead
Subscription to Lanstead. The Sharing Agreement will enable the
Company to share in any share price appreciation over the Benchmark
Price (as defined below). However, if the Company's share price is
less than the Benchmark Price then the amount received by the
Company under the Sharing Agreement will be less than the gross
proceeds of the Lanstead Subscription which were pledged by the
Company to Lanstead at the outset.
The Sharing Agreement provides that the Company will receive 24
equal monthly settlement amounts (of GBP 54,166) as measured
against a benchmark share price of 13.3333 pence per Ordinary Share
(the "Benchmark Price"). The monthly settlement amounts for the
Sharing Agreement are structured to commence approximately three
months (or earlier by agreement with Lanstead) following the
admission to AIM of the Lanstead Subscription Shares.
If the measured share price (the "Measured Price"), calculated
as the average volume weighted share price (VWAP) of the Company's
Ordinary Shares over a 20 day period prior to the monthly
settlement date, exceeds the Benchmark Price, the Company will
receive more than 100 per cent. of that monthly settlement due on a
pro rata basis according to the excess of the Measured Price over
the Benchmark Price. There is no upper limit placed on the
additional proceeds receivable by the Company as part of the
monthly settlements and the amount available in subsequent months
is not affected. Should the Measured Price be below the Benchmark
Price, the Company will receive less than 100 per cent. of the
monthly settlement calculated on a pro rata basis and the Company
will not be entitled to receive the shortfall at any later date. As
such the final determination of the total amounts to be received
under the Sharing Agreement will only be known after the 24 months
have elapsed.
For example, if on a monthly settlement date the calculated
Measured Price exceeds the Benchmark Price by 10 per cent., the
settlement on that monthly settlement date will be 110 per cent. of
the amount due from Lanstead on that date. If on the monthly
settlement date the calculated Measured Price is below the
Benchmark Price by 10 per cent., the settlement on the monthly
settlement date will be 90 per cent. of the amount due on that
date. Each settlement as so calculated will be in final settlement
of Lanstead's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the
date of each and every monthly settlement, ImmuPharma would receive
aggregate proceeds of GBP1.3 million (before expenses) from the
Lanstead Subscription and Sharing Agreement. Examples of the
proceeds from the Sharing Agreement to be received each month,
based upon varying levels of average share price in the month, are
shown in the Appendix to this announcement
The Company will pay Lanstead's legal costs incurred in the
Subscription and in entering into the Sharing Agreement and, in
addition, has agreed to issue to Lanstead 650,000 new Ordinary
Shares ("Value Payment Shares") in connection with entering into
the Sharing Agreement.
In no event will fluctuations in the Company's share price
result in any increase in the number of Lanstead Subscription
Shares issued by the Company or received by Lanstead. The Sharing
Agreement allows both Lanstead and the Company to benefit from
future share price appreciation.
In total, Lanstead will be issued with 13,650,000 new Ordinary
Shares pursuant to the Lanstead Subscription which, when issued,
will equate to approximately 7.46 per cent of the Company's
Enlarged Issued Share Capital. No shares, warrants or additional
fees are owed to Lanstead at any point during this agreement other
than those disclosed above.
Related Party Transactions
Dr Robert Zimmer is a Director of the Company, and is interested
in 25,344,514 (including related party) ordinary shares
(representing 15.14% of the current issued share capital). Luca and
Associates AG is connected to Dr Zimmer as he is a shareholder and
President of Luca.
Lanstead is a substantial shareholder in the Company, and is
interested in 23,193,490 Ordinary Shares (representing 13.86% of
the current issued share capital).
The participation by Lanstead in the Lanstead Subscription and
by Luca in the Luca Subscription therefore constitute related party
transactions under the AIM Rules for Companies.
Lanstead Subscription
Having consulted with SPARK Advisory Partners, the Company's
nominated adviser, the Directors of the Company (all of whom are
independent of Lanstead) consider that the terms of Lanstead's
participation in the Lanstead Subscription are fair and reasonable
insofar as Shareholders are concerned.
Luca Subscription
Dr Zimmer is not considered independent in relation to the
consideration of the Luca Subscription under AIM Rule 13. Therefore
Tim McCarthy, Dimitri Dimitriou, Franco di Muzio and Stephane Mery,
who are considered to be independent directors of the Company for
this purpose, have considered the participation of Luca in the Luca
Subscription. Having consulted with SPARK Advisory Partners, the
Company's nominated adviser, the independent directors consider
that the terms of Luca's participation in the Subscription are fair
and reasonable insofar as Shareholders are concerned.
Issue of Warrants
In connection with its services in relation to the Lanstead
Subscription, the Company has issued warrants over 915,205 Ordinary
Shares with an exercise price of 10 pence per share to Stanford
Capital Partners Limited, the Company's broker. These shares have
an exercise period expiring on 1 April 2030.
Total Voting Rights
Following Admission the Company's enlarged issued share capital
will comprise 183,010,920 Ordinary Shares with voting rights. The
figure of 183,010,920 Ordinary Shares may therefore be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the
Subscription with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For further information please contact:
ImmuPharma PLC ( www.immupharma.com )
Tim McCarthy, Chairman + 44 (0) 207 152 4080
Dimitri Dimitriou, Chief Executive Officer
Lisa Baderoon, Head of Investor Relations + 44 (0) 7721 413496
SPARK Advisory Partners Limited (NOMAD)
Neil Baldwin
Henry Todd +44 (0) 203 368 3554
Stanford Capital Partners (Joint Broker)
Patrick Claridge, John Howes +44 (0) 203 815 8880
SI Capital (Joint Broker)
Nick Emerson +44 (0) 1483 413500
4Reliance (Euronext Growth Listing Sponsor) +32 (0) 2 747 02 60
Jean-Charles Snoy
Degroof Petercam (Liquidity Provider) +32 (0) 2 287 95 34
Erik De Clippel
Backstage Communication
Olivier Duquaine +32 (0) 477 504 784
Jean-Louis Dubrule +32 (0) 497 50 84 03
Notes to Editors
About ImmuPharma PLC
ImmuPharma PLC (LSE AIM: IMM - Euronext Growth: ALIMM) is a
specialty biopharmaceutical company that discovers and develops
peptide-based therapeutics. The Company's portfolio includes novel
peptide therapeutics for autoimmune diseases, metabolic diseases
and cancer. The lead program, LupuzorTM, is a first-in class
autophagy immunomodulator which is in Phase III for the treatment
of lupus and preclinical analysis suggest therapeutic activity for
many other autoimmune diseases that share the same autophagy
mechanism of action. ImmuPharma and Avion Pharmaceuticals signed on
29 November 2019, an exclusive licence and development agreement
and trademark agreement for Lupuzor(TM) to fund a new international
Phase III trial for Lupuzor(TM) and commercialise in the US. For
additional information about ImmuPharma please visit
www.immupharma.com. ImmuPharma's LEI (Legal Entity Identifier)
code: 213800VZKGHXC7VUS895.
About Lanstead
Lanstead is an institutional investor that since 2007 has
provided funding for ongoing business objectives to listed small
and mid-cap growth companies. Lanstead focuses on equity
investments in listed companies with management teams with a clear
growth strategy.
Lanstead's extensive experience allows it to invest in most
industries, focusing on providing supportive, longer term capital
that rewards company growth. Companies with Lanstead on the
shareholder register via an equity placement to Lanstead with an
accompanying sharing agreement benefit from a unique and flexible
approach to finance growth. This provides the opportunity for
companies to benefit from additional cash beyond the original
placing proceeds without having to issue additional shares.
Further information is available at www.Lanstead.com
Appendix - example of Lanstead sharing agreement
In relation to each of the months in the 24 month calculation
period:
20 day VWAP 12.00p 13.3333p 14.6666p
Benchmark Price 13.3333p 13.3333p 13.3333p
20 day VWAP as % of Benchmark Price 90% 100% 110%
Settlement in the month GBP48,750 GBP54,166 GBP59,583
Proceeds over 24 month period
if 20 day VWAP is at this level GBP1.17m GBP1.30m GBP1.43m
for the entire period
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFIFERVDIIVII
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