SEATTLE, WA, Sept. 17, 2014 /PRNewswire/ - Oncothyreon Inc. (NASDAQ: ONTY) today announced that it intends to offer and sell shares of its Common Stock and Series A Convertible Preferred Stock in separate but concurrent underwritten public offerings. The Series A Convertible Preferred Stock is non-voting and convertible into shares of Oncothyreon Common Stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would beneficially own more than 4.99% of the Common Stock then outstanding. As part of the Common Stock offering, Oncothyreon also expects to grant the underwriters a 30-day option to purchase additional shares of its common stock to cover over-allotments, if any. The offerings are being conducted as separate public offerings by means of separate prospectus supplements, and neither offering is contingent upon the consummation of the other. The offerings are subject to market conditions and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.
Cowen and Company, LLC is acting as the sole book-running manager in the offerings.
Each of the offerings is being made to purchasers pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission, or SEC. Two preliminary prospectus supplements and accompanying prospectuses describing the terms of the offerings will be filed with the SEC. When available, copies of the preliminary prospectus supplements and accompanying prospectuses may be obtained by contacting Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, or by calling (631) 274-2806. Electronic copies of the preliminary prospectus supplements and accompanying prospectuses will also be available on the website of the SEC at http://www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of Oncothyreon, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company’s intention to conduct an offering of securities. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including, among others, the ability to manage successfully and complete the offering, the general economic and/or market conditions and the factors set forth in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and the preliminary prospectus supplements related to the offerings. The Company undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.
SOURCE Oncothyreon Inc.
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