TIDMIMM
RNS Number : 6493P
Immupharma PLC
11 June 2020
RNS: RELEASE 11 JUNE 2020
ImmuPharma PLC
("ImmuPharma" or the "Company")
STRATEGIC INVESTMENTS FROM TWO SPECIALIST US HEALTHCARE
INVESTORS
for continued development of ImmuPharma's therapeutic
pipeline
ImmuPharma PLC (LSE AIM: IMM - Euronext Growth: ALIMM), the
specialist drug discovery and development company, is pleased to
announce that it has entered into agreements with two specialist US
healthcare investors for a total investment of up to $6.30 million
(GBP4.94 million) comprising an issue of unsecured convertible
securities ("Securities") and associated options ("Options").
Highlights
-- ImmuPharma is to issue $3 million (GBP2.35 million) in face
value of Securities to two US specialist healthcare investors, L1
Capital Global Opportunities Master Fund and Lind Global Macro Fund
LP, managed by The Lind Partners, LLC ("the Investors") with a
maturity period of 18 months.
-- At any time, during the maturity period, the Investors may
convert their Securities (in whole or in part) to 13,086,619
ordinary shares in the Company, in aggregate, at a price of 17.96p
("Conversion Price") which is equivalent to 120% of the Volume
Weighted Average Price ("VWAP") of the ordinary shares for 09 June
2020.
-- During the maturity period, the Company may require the
investors to convert their securities to ordinary shares, if the
VWAP on each of at least 20 consecutive trading days shall be equal
to or have exceeded 35.92p (200% of the Conversion Price).
-- Should any securities remain unconverted on 10 December 2021
the Company will repurchase, from the Investors, the outstanding
face value of the unconverted Securities.
-- In addition, the Investors have been granted 15,703,942
Options in the Company, which may be exercised at any time up to 3
years, with an exercise price the same as the Conversion Price,
which, if all exercised, would amount to $3.60 million (GBP2.82
million).
-- The initial net proceeds of the Securities (after
subscription and expenses) received by the Company of $2.39 million
(GBP1.87 million) and any additional funds received of up to $3.60
million (GBP2.82 million), following exercise of the Options, will
be used primarily to fund:
o Continued expansion of the Company's R&D programmes;
and
o General working capital.
Commenting, ImmuPharma's Chairman, Tim McCarthy, said:
"We are delighted to welcome L1 Capital Global Opportunities
Master Fund and Lind Global Macro Fund LP as new investors into
ImmuPharma. This is the first significant investment from
specialist US healthcare funds and illustrates the attention we are
now receiving from knowledgeable global investors. It particularly
exemplifies the strengthened investment thesis of ImmuPharma, as we
continue to strengthen and progress our recently expanded
development pipeline to value inflexion points, including
Lupuzor(TM) and the partnership with Avion Pharmaceuticals, as we
prepare for the start of a new international optimised Phase III
trial, in lupus patients"
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the
Subscription with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For further information please contact:
ImmuPharma PLC ( www.immupharma.com )
Tim McCarthy, Chairman + 44 (0) 207 152 4080
Dimitri Dimitriou, Chief Executive Officer
Lisa Baderoon, Head of Investor Relations + 44 (0) 7721 413496
SPARK Advisory Partners Limited (NOMAD)
Neil Baldwin
Stanford Capital Partners (Joint Broker)
Patrick Claridge, John Howes +44 (0) 203 36 8 8974
SI Capital (Joint Broker) +44 (0) 203 815 8880
Nick Emerson +44 (0) 1483 413500
4Reliance (Euronext Growth Listing Sponsor)
Jean-Charles Snoy
Degroof Petercam (Liquidity Provider)
Erik De Clippel
+32 (0) 2 747 02 60
Backstage Communication +32 (0) 2 287 95 34
Olivier Duquaine +32 (0) 477 504 784
Gunther De Backer +32 (0) 475 903 909
Further information on the Securities
Subscription Price: The Securities will be subscribed at 90% of
face value.
Fee: 3% of the face value of the Securities, payable in
cash.
Interest: 10% p.a., payable quarterly in arrear.
Legal Fees: The Company has paid the Investors' legal fees of
$35k.
Financial Advisor Fee: 7% of the net receipts of the Securities
equalling $189k.
Maturity: Unless converted, the Securities are repayable at face
value on 10 December 2021.
Right of Participation: The Investors have a right of
participation of 30% in any subsequent financings conducted by the
Company for a period of 18 months to 10 December 2021.
Early Repurchase Event: Should the Company conduct any
subsequent equity or debt financing, the Investors may require the
Company to repurchase any unconverted Securities, to the value of
up to 25% of the gross proceeds of the financing, at 105% of face
value. In the event that the Investors have not converted their
Securities or have had their Securities repurchased up to a
cumulative amount of $500,000 by 10 December 2020, then the
Investors may require the repurchase of any outstanding amount up
to $500,000 in aggregate.
Early Repurchase Event: As a provision in the agreements, in the
event that the Company completes a Nasdaq listing during the
maturity period, the Investors may require the Company to
repurchase any unconverted Securities at 105% of face value.
Alternatively, the Investors may effect a conversion of any
unconverted Securities at a 10% discount to the Nasdaq listing
price.
Additional Information
-- Tribal Capital Markets, LLC acted as financial advisor for
the transaction. Allele Capital Partners through Tribal Capital
Markets, LLC was responsible for sourcing and executing the
offering.
-- Following on from entering into these agreements, the Company
will be entering into a Strategic Advisory agreement with Allele
Capital Partners ("Allele"), under the terms of which their
compensation will include the issuance to Allele of ordinary shares
to the value of $140k, calculated on the VWAP of the ordinary
shares for the 30 days prior to signature. Once allotted a further
announcement will be made and an application will be made for those
shares to be admitted to trading on AIM.
-- As of today's date, (prior to any conversion of the
Securities or the exercise of the Options) the number of ordinary
shares in issue remains unchanged at 183,010,920 Ordinary Shares
(nominal value GBP18,301,092).
-- There will be no changes or amendments to the two existing
Sharing Agreements with Lanstead Capital Investors L.P. as a result
of entering into these agreements announced today.
Notes to Editors
About ImmuPharma PLC
ImmuPharma PLC (LSE AIM: IMM - Euronext Growth: ALIMM) is a
specialty biopharmaceutical company that discovers and develops
peptide-based therapeutics. The Company's portfolio includes novel
peptide therapeutics for autoimmune diseases, metabolic diseases,
anti-infectives and cancer. The lead program, Lupuzor(TM), is a
first-in class autophagy immunomodulator which is in Phase III for
the treatment of lupus and preclinical analysis suggest therapeutic
activity for many other autoimmune diseases that share the same
autophagy mechanism of action. ImmuPharma and Avion Pharmaceuticals
signed on 28 November 2019, an exclusive licence and development
agreement and trademark agreement for Lupuzor(TM) to fund a new
international Phase III trial for Lupuzor(TM) and commercialise in
the US. For additional information about ImmuPharma please visit
www.immupharma.com . ImmuPharma's LEI (Legal Entity Identifier)
code: 213800VZKGHXC7VUS895.
About L1 Capital Global Opportunities Master Fund
The L1 Capital Global Opportunities Master Fund invests in small
and mid-cap companies around the world and is a prominent investor
in US listed healthcare companies.
About The Lind Partners, LLC
The Lind Partners is an institutional fund manager and leading
provider of growth capital to small- and mid-cap companies publicly
traded in the US, Canada, Australia and the UK. Lind targets high
growth sectors such as technology, biotech, clean-tech, mining and
oil & gas. Founded in 2011, Lind has completed over 70 direct
investments for more than $850 million in total value and has an
established reputation as a flexible and supportive capital partner
to investee companies.
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London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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