LEXINGTON, Mass., Feb. 13 /PRNewswire-FirstCall/ -- MacroChem Corporation , announced today that it has completed the second closing of a private placement of its securities to institutional investors for approximately $5.75 million in gross proceeds. The transaction represents the second and final closing of a private placement that was first announced on December 28, 2005. In the first closing, which occurred on December 23, 2005, the Company raised $2.5 million in gross proceeds, bringing the total aggregate gross proceeds for the two closings to approximately $8.25 million. Terms and conditions of the second closing were substantially the same as those in the first closing.
SCO Securities LLC acted as the exclusive placement agent, with its affiliate SCO Capital Partners LLC serving as lead investor in the private placement. Other institutional investors included: Perceptive Life Sciences, DAC Fonds, Midsouth Investors Fund LP, Quogue Capital LLC and Iroquois Master Fund Ltd.
"I am very pleased with the confidence and support that this excellent group of investors has shown in our Company by participating in this financing," stated Robert J. DeLuccia, President and Chief Executive Officer of MacroChem. "These additional funds provide a recapitalization and restructuring opportunity for our Company and provide a substantive foundation to leverage our products and technologies. We are currently prioritizing our portfolio of products and technologies so we can focus our resources in the most efficient way to advance our lead product candidate to its next value- creating milestone as rapidly as possible."
References to share amounts and prices in this release reflect adjustments for the 1 for 6 reverse split of the Company's common stock, which was effected as of the close of business on February 9, 2006. Under the terms of the financing, MacroChem issued an aggregate of approximately 825 shares of Series C Cumulative Convertible Preferred Stock and six-year warrants to purchase an aggregate of 7,861,912 shares of the Company's common stock at an exercise price of $1.26 per share. Of this amount, 250 shares of Series C Cumulative Convertible Preferred Stock and six-year warrants to purchase 2,380,951 shares of the Company's common stock at an exercise price of $1.26 per share were issued in the first closing, and approximately 575 shares of Series C Cumulative Convertible Preferred Stock and six-year warrants to purchase 5,480,961 shares of the Company's common stock at an exercise price of $1.26 per share were issued in the second closing.
The securities offered and sold to the investors in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and were sold in reliance upon the exemption from securities registration afforded by Regulation D under the Securities Act. This press release does 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 in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
About MacroChem
MacroChem Corporation is a specialty pharmaceutical company with two clinical development stage products containing our patented enhancer, SEPA(R): EcoNail(TM), to treat fungal infection of the nail and Opterone(R), to treat male hypogonadism. In addition to our SEPA technology, we are also evaluating applications for MacroDerm(TM), our patented series of polymers that impede penetration of active ingredients through the skin.
Forward-Looking Statements
With the exception of historical information contained in this press release, the matters described herein are forward-looking statements that involve risks and uncertainties. MacroChem's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed or referred to in the section entitled "Risk Factors" in MacroChem's Annual Report on Form 10-K, as well as those discussed elsewhere therein, and include, without limitation, risks regarding product development, the timing and results of clinical trials, the regulatory approval process, capital requirements, financial condition, patent protection and dependence on third parties for development and licensing arrangements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. MacroChem undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more information visit our website, http://www.macrochem.com
Investor Contact:
Bernard Patriacca - VP/CFO
(781) 862-4003
MacroChem CorporationCONTACT: Bernard Patriacca, VP/CFO of MacroChem Corporation,+1-781-862-4003
Web site: http://www.macrochem.com//
