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12/16/2013 7:22:11 AM
Stem Cell Therapeutics Completes $33 Million Private Placement
TORONTO, ONTARIO--(Marketwired - Dec 13, 2013) - Stem Cell Therapeutics Corp. (TSX VENTURE:SSS)(SCTPF), an immuno-oncology company developing cancer stem cell- related therapeutics, is pleased to announce that it has raised gross proceeds of $33 million through a private placement of units. The financing proceeds will be used to advance the Company's CD47 cancer stem cell program through IND-enabling studies, manufacturing and phase 1 clinical trials.
"The transformation of Stem Cell Therapeutics into a global competitor in the immuno- oncology space requires a value-driving asset backed by world class science, access to significant capital, experienced leadership, as well as a strong and knowledgeable investor base. As of today we have all those components," commented the company's CEO, Dr. Niclas Stiernholm.
The financing was led by a prominent U.S. healthcare fund, with participation from several other premier U.S. healthcare institutional investors, including Special Situations Funds, Ridgeback Capital, Merlin Nexus, Sabby Capital, venBio, Opaleye Management and HSMR Advisors. Bloom Burton & Co. acted as lead agent for the private placement. ROTH Capital Partners, LLC acted as placement agent in the United States.
"The significant investment and validating sponsors hip from these reputable life science- focused funds is the result of a concentrated effort to introduce the U.S. investment community to our CD47 immune checkpoint program since the acquisition of Trillium Therapeutics in April 2013," added Dr. Stiernholm.
In connection with the offering, the Company issued 157,142,858 units at a price of $0.21 each. The units consisted of either one common share and three-quarters of a common share purchase warrant ("Common Share Units") or one Series 1 Non-Voting First Preferred Share and three-quarters of a common share purchase warrant ("Preferred Share Unit"). Of the total Units issued, 79,247,693 units were Common Share Units and 77,895,165 units were Preferred Shares Units. Each whole warrant entitles the holder to purchase one common share at a price of $0.28 at any time prior to expiry on December 13, 2018. Following the offering, the Company has 121,752,380 common shares issued and outstanding (144,031,618 on a fully diluted basis).
The Company paid its agents a commission of 6% of the gross proceeds of the offering (excluding subscription proceeds from certain President's list subscribers), or $1,053,116, and issued a number of compensation warrants equal to 6% of the units sold in the offering (except units sold to President's list subscribers), or 5,014,839 compensation warrants. Each compensation warrant entitles the holder to acquire one common share at an exercise price of $0.21 prior to expiry on December 13, 2015.
All securities issued under the offering (including the compensation warrants), in Canada are subject to a four month hold and resale restrictions under Canadian securities law, and in the United States are subject to statutory resale restrictions under U.S. securities laws. All securities issued under the offering are also subject to a four month hold imposed under the policies of the TSX Venture Exchange.
Subscribers who purchased Preferred Share Units and certain subscribers who purchased Common Share Units also agreed to be subject to restrictions on the conversion and exercise of securities of the Company convertible in common shares. Such subscribers cannot convert or exercise securities of the Company convertible into common shares if, after giving effect to the exercise of conversion, the subscriber and its joint actors would have beneficial ownership or direction or control over common shares in excess of 4.99% of the then outstanding common shares. This limit can be raised at the option of the subscriber on 61 days prior written notice: (i) up to 9.99%, (ii) up to 19.99%, subject to stock exchange clearance of a personal information form submitted by the subscriber, and (iii) above 19.99%, subject to stock exchange approval and shareholder approval.
Subject to receipt of any required regulatory approvals, subscribers who purchased a minimum of 10% of the securities sold under the offering have been given rights to purchase securities of the Company in future financings to enable each such subscriber to maintain its percentage holding in the Company for so long as the subscriber holds at least 10% of the outstanding common shares on a fully-diluted basis.
About the CD47/SIRPa axis:
CD47 and SIRPa comprise an important immunoregulatory axis that controls macrophage phagocytosis - the process by which target cells are engulfed and destroyed. CD47 binds SIRPa on the surface of macrophages, and delivers a "do not eat" signal that suppresses phagocytosis. There is strong evidence that many blood-derived cancers and solid tumors exploit the CD47-SIRPa pathway to escape macrophage-mediated destruction. This pathway is particularly relevant for cancer stem cells, the rare populations of tumor cells with stem cell-like properties that are often resistant to conventional therapies. SCT is developing a soluble SIRPaFc fusion protein that binds to CD47 with high affinity and blocks its interaction with cell surface SIRPa, enabling macrophages to kill tumor cells in vitro (while sparing normal cells) and inducing potent anti-tumor responses in vivo. It is being developed initially as a treatment for acute myeloid leukemia, the most common acute leukemia in adults.
About Stem Cell Therapeutics:
Stem Cell Therapeutics Corp. (SCT) is an immuno-oncology company advancing cancer stem cell discoveries into novel and innovative cancer therapies. Building on over half a century of leading and groundbreaking Canadian stem cell research, the company is supported by established links to a group of prominent Toronto academic research institutes and cancer treatment centers, representing one of the world's most acclaimed cancer research hubs. The Company has two premier preclinical programs, SIRPaFc and a CD200 monoclonal antibody (mAb), which target two key immunoregulatory pathways that tumor cells exploit to evade the host immune system. SIRPaFc is an antibody-like fusion protein that blocks the activity of CD47, a molecule that is upregulated on cancer stem cells in AML and several other tumors. The CD200 mAb is a fully human monoclonal antibody that blocks the activity of CD200, an immunosuppressive molecule that is overexpressed by many hematopoietic and solid tumors. SCT's clinical stage programs include the recently in-licensed program focused on the structure of tigecycline, which is currently being evaluated in a multi-centre Phase I study in patients with acute myeloid leukemia (AML), as well as TTI-1612, a non- cancer stem cell asset that recently completed a 28-patient Phase I trial in interstitial cystitis ("IC") patients. For more information, visit: www.stemcellthera.com.
Caution Regarding Forward-Looking Information:
This press release may contain forward-looking statements, which reflect SCT's current expectation regarding future events. An example of forward-looking information in this news release includes the use of the proceeds of the financing. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include changing market conditions; the successful and timely completion of pre-clinical and clinical studies; the establishment of corporate alliances; the impact of competitive products and pricing; new product development risks; uncertainties related to the regulatory approval process or the ability to obtain drug product in sufficient quantity or at standards acceptable to health regulatory authorities to complete clinical trials or to meet commercial demand; and other risks detailed from time to time in SCT's ongoing quarterly and annual reporting. Except as required by applicable securities laws, SCT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The securities issued under the offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Stem Cell Therapeutics Corp.
Chief Financial Officer
+1 416 595 0627
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