AMSTERDAM--(BUSINESS WIRE)--Regulatory News:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Kiadis Pharma N.V. (“Kiadis Pharma” or the “Company”) (Euronext Amsterdam and Euronext Brussels: KDS), a clinical stage biopharmaceutical company developing innovative products to make bone marrow transplantations for patients suffering from blood cancers and inherited blood disorders safer and more effective, today announces that it has raised €5 million in gross proceeds through a private placement (the “Transaction”) of new shares (the “New Shares”) completed prior to the open of the market today.
The Company has placed 746,269 New Shares with a small group of existing and new institutional investors at a price of €6.70 per New Share, which represents a 11% discount to the closing price of June 12, 2017. The New Shares represent 5.3% of the current number of outstanding shares (pre-Transaction) and will bring the total number of shares (post-Transaction) to 14,712,770. In addition, the investors have received 746,269 5-year warrants entitling them to subscribe for 746,269 new Company shares at a warrant exercise price of €7.70 (the exercise price being subject to adjustment in case of certain corporate and dilutive events).
The New Shares will be admitted to trading on Euronext Amsterdam and Euronext Brussels following their issuance, which is expected to take place on June 15, 2017.
Kiadis Pharma will use the net proceeds of the Transaction to advance the clinical development of the Company’s ATIR products and for general corporate purposes.
Arthur Lahr, Chief Executive Officer of Kiadis Pharma, commented: “Having recently filed a Marketing Authorization Application for ATIR101™ with EMA, the Company continues to make good progress regarding the Phase III trial and preparing for EU commercialization. We executed this private fundraising to quickly augment our cash position while we work on broader funding initiatives. In this Transaction, we are pleased to see existing shareholders increasing their holdings, and welcome new specialist healthcare investors.”
Chardan acted as Sole Bookrunner and Placement Agent for the Transaction. Saola Healthcare Partners acted as financial advisor to Kiadis Pharma.
About Kiadis Pharma
Kiadis Pharma is focused on cell-based immunotherapy products for the treatment of blood cancers and inherited blood disorders. The Company’s product candidates, ATIR101™ for blood cancers and ATIR201™ for inherited blood disorders, have the potential to make allogeneic hematopoietic stem cell transplantations (HSCT) safer and more effective.
Based on the significant and positive results from the single dose Phase II trial with lead product ATIR101™ in patients with blood cancer, which were presented on December 5, 2016 at the Annual Meeting of the American Society of Hematology (ASH), the Company has initiated a Phase III trial with ATIR101™, having received regulatory approval in various countries to start dosing patients. In addition, and based on the positive Phase II results, the Company has submitted a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) for approval of ATIR101™ across Europe as an adjunctive treatment in HSCT for malignant disease. ATIR101™ has been granted Orphan Drug Designations both in the US and Europe.
The Company’s second product candidate, ATIR201™, addresses inherited blood disorders with an initial focus on thalassemia. ATIR201™ Phase I/II clinical development has been initiated recently with regulatory approvals having been received in various European countries to start the trial.
Kiadis Pharma was granted an Advanced Therapy Medicinal Product (ATMP) certificate for manufacturing quality and non-clinical data by the EMA. The Company’s shares are listed on Euronext Amsterdam and Euronext Brussels. For more information visit www.kiadis.com
Important information about forward-looking statements
This announcement specifies certain forward-looking statements of the Company’s management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information The Company has when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. The forward-looking statements specified in this announcement have been compiled by the Company’s management on the basis of assumptions made by management and considered by management to be reasonable. The Company’s future operating results, however, are impossible to predict, and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The persons into whose possession this announcement comes are cautioned not to place undue reliance on these forward-looking statements.
Forward-looking statements include, but are not limited to, the following:
- Statements relating to the Company’s future business and financial performance;
- Statements relating to future clinical research results and timing of regulatory approvals of the Company’s products;
- Statements relating to the Company’s competitive position; and
- Other material future developments that the person into whose possession this announcement comes may take into consideration.
Actual results of the Company’s operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: actual results of the Company’s clinical trials; development of competing therapies by other companies targeting the same disease indications; the Company’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities; and general economic conditions.
Important Legal Information
This announcement contains inside information as stipulated under the Market Abuse Regulation (EU No. 596/2014).
Not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This announcement is not a prospectus for the purposes of the Prospectus Directive (as defined below). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy securities of Kiadis Pharma N.V. (the "Company") in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted. This announcement should not be regarded as an opinion or recommendation concerning the purchase or sale of securities of the Company. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. Notwithstanding the foregoing, in The Netherlands the securities are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and in Belgium the securities may not be offered other than to persons or entities who or which are qualified investors as defined in Article 10§1 of the Belgian law dated 16 June 2006 (Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt).
Any investment decision in connection with the offering mentioned herein must be made on the basis of all publicly available information relating to the Company and the securities to be placed ("Placing Shares"). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement does not purport to identify or suggest the risks (directly or indirectly) which may be associated with an investment in the Company or the Placing Shares.
In connection with any offering of the Placing Shares, Chardan Capital Markets, LLC. (the “Placement Agent”) and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition, the Placement Agent or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Placement Agent (or its affiliates) may from time to time acquire, hold or dispose of Placing Shares. The Placement Agent does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Company’s CEO Arthur Lahr is responsible for arranging for the release of this announcement on behalf of Kiadis Pharma N.V.