30-month deal arranged with Lincoln Park along with $1.45 million sale
By Devika Patel and Stephanie N. Rotondo
Knoxville, Tenn., Jan. 7 - RegeneRx Biopharmaceuticals, Inc. secured an $11 million firm committed investment from Lincoln Park Capital Fund, LLC on Jan. 4, according to an 8-K filed Friday with the Securities and Exchange Commission.
As part of the deal, Lincoln Park invested $500,000 upfront.
The company will sell $11 million in common shares to Lincoln Park over 30 months at the lower of the lowest trading price on the date of sale or the arithmetic average of the three lowest closing sale prices for the common stock during the 12 consecutive business days ending on the business day immediately preceding the purchase date. The minimum price is set at $0.15 per share.
In the Jan. 5 registered offering, Lincoln Park invested $500,000 in the company by buying 1,851,852 shares at $0.27 per share, along with a warrant for 740,741 shares, which is exercisable at $0.38 until Jan. 7, 2016. The strike price reflects a 72.73% premium to the Jan. 4 closing share price of $0.22; the purchase price of the shares is a 22.73% premium to that price.
The investor also received 958,333 shares as a commitment fee.
Sigma-Tau Group, the company's largest shareholder, also participated in that offering, investing $950,000.
"We're pleased to invest alongside a well respected investor/shareholder such as Sigma-Tau," Jonathan Cope, managing member of Lincoln Park, told Prospect News. Cope noted that RegeneRx has a "diverse pipeline," including therapies for cardiac, ophthalmic and skin conditions.
"We are pleased that our largest stockholders, affiliates of Sigma-Tau Group, have added to their investment and we welcome a new institutional investor, Lincoln Park Capital, who provides us additional flexibility as we continue advancing development of our product candidates for our three highest priority clinical applications," said J.J. Finkelstein, chief executive officer, in a press release.
"We anticipate that 2011 will be a significant year for us and look forward to reaching key clinical milestones in our cardiac, ophthalmic, and dermal clinical trials."
Finkelstein did not immediately return calls for further comment.
Based in Bethesda, Md., RegeneRx is a biopharmaceutical company focused on the treatment of acute and chronic wounds.
| Issuer: | RegeneRx Biopharmaceuticals, Inc.
|
| Issue: | Firm committed equity investment, common shares
|
| Amount: | $11.5 million
|
| Fees: | 958,333 shares
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| Investor: | Lincoln Park Capital Fund, LLC
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| Stock symbol: | OTCBB: RGRX
|
| Market capitalization: | $18.75 million
|
|
|
| Firm committed equity investment
|
| Amount: | $11 million
|
| Tenor: | 30 months
|
| Price: | The lower of the lowest trading price on the date of sale or the arithmetic average of the three lowest closing sale prices for the common stock during the 12 consecutive business days ending on the business day immediately preceding the purchase date; floor of $0.15 per share.
|
| Pricing date: | Jan. 4
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| Stock price: | $0.22 at close Jan. 4
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|
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| Registered stock offering
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| Amount: | $500,000
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| Shares: | 1,851,852
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| Price: | $0.27
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| Warrants: | For 740,741 shares
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| Warrant expiration: | Jan. 7, 2016
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| Warrant strike price: | $0.38
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| Settlement date: | Jan. 5
|
| Stock price: | $0.20 at close Jan. 5
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