Inotek Pharmaceuticals Corporation Announces Pricing Of Initial Public Offering Of 6,667,000 Shares Of Common Stock And 5.0% Convertible Senior Notes Due 2020

LEXINGTON, Mass.--(BUSINESS WIRE)--Inotek Pharmaceuticals Corporation (the “Company”) today announced the pricing of its initial public offering of 6,667,000 shares of its common stock at a price to the public of $6.00 per share for aggregate proceeds of $40 million, before underwriting discounts. All of the common stock is being offered by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,000,050 shares of common stock to cover over-allotments, if any. The shares are expected to begin trading on the NASDAQ Global Market today under the symbol “ITEK.”

Concurrently with this offering of common stock, the Company is also making a public offering of $20.0 million aggregate principal amount of its 5.0% Convertible Senior Notes due 2020 (the “Notes”) in an underwritten offering pursuant to a separate prospectus. The Company has granted the underwriters a 30-day option to purchase up to an additional $3.0 million principal amount of Notes solely to cover over-allotments, if any.

The Notes will bear interest at a rate of 5.0% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2015. The Notes will mature on February 15, 2020 unless earlier converted or repurchased. The Company will not have the right to redeem the Notes prior to maturity. The Notes will be convertible by holders at any time prior to the close of business on the second business day immediately preceding the maturity date. Upon conversion, the Company will deliver to holders in respect of each $1,000 principal amount of notes being converted a number of shares of its common stock equal to the conversion rate, together with a cash payment in lieu of delivering any fractional share of common stock. The conversion rate for the Notes will initially be 158.7302 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $6.30 per share, and is subject to adjustment under the terms of the Notes.

The Company estimates that the net proceeds from the offering of common stock will be approximately $35.0 million (or approximately $40.5 million if the underwriters exercise their over-allotment option in full), after deducting fees and estimated expenses. The Company estimates that the net proceeds from the concurrent offering of Notes, after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $18.6 million (or approximately $21.4 million if the underwriters exercise their overallotment option).

Cowen and Company, LLC and Piper Jaffray & Co. are acting as joint book-running managers of the common stock offering and Canaccord Genuity Inc. and Nomura Securities International, Inc. are acting as co-managers of the common stock offering.

Nomura Securities International, Inc., Cowen and Company, LLC and Piper Jaffray & Co. are acting as joint book-running managers of the concurrent offering of Notes and Canaccord Genuity Inc. is acting as co-manager of the concurrent offering of Notes.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 17, 2015. When available, copies of the final prospectuses relating to the offerings may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Services, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (631) 274-2806, or by fax at (631) 254-7140 or from Piper Jaffray & Co., Attn: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, or by telephone at 800-747-3924 or by e-mail at prospectus@pjc.com or Nomura Securities International, Inc. (Attn: ECM Syndicate Dept, 5th floor, 309 West 49th Street, New York, New York 10019-7316).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Inotek Pharmaceuticals Corporation

The Company is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for glaucoma. The Company’s lead product candidate, trabodenoson, is a first-in-class selective adenosine mimetic that it rationally designed to lower intraocular pressure by restoring the eye’s natural pressure control mechanism. The Company’s product pipeline includes trabodenoson monotherapy delivered in an eye drop formulation, as well as a fixed-dose combination, or FDC, of trabodenoson with latanoprost given once-daily. Additionally, the Company is evaluating the potential for trabodenoson to directly target optic neuropathies. For more information visit the company’s web site at: www.inotekpharma.com.

Forward-Looking Statements

This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning the proposed offerings. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that it will effect an initial public offering or convertible note offering. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.