Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) today announced entering
into an agreement with a fund affiliated with institutional
investors providing for a private placement exempt from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to which Idera has sold shares of common stock
(or common stock equivalents), together with accompanying warrants
to purchase an additional shares of common stock, for aggregate
gross proceeds of $5.1 million (Tranche 1). The combined purchase
price per share of common stock (or common stock equivalent) and
accompanying full warrant was $1.845. The common stock warrants
have an exercise price of $2.58 per share and a term of three years
and are exercisable at any time or times, provided that the
investors will be prohibited from exercising a common warrant for
shares of common stock to the extent that the investors would
beneficially own in excess of 19.99% of the total number of shares
of common stock then issued and outstanding (Beneficial Ownership
Limitation).
Pursuant to the agreement, the investors may, at their option,
make a further investment of an additional $5.1 million to purchase
shares of common stock equivalents, together with accompanying
common stock warrants to purchase additional shares of common stock
with 35% warrant coverage (Tranche 2). The combined purchase price
per share of common stock (or common stock equivalent) and
accompanying 0.35 warrant will be $6.50 per share. The common stock
warrants, if issued, will have an exercise price of $9.75 per
share, a term of three years and are exercisable at any time or
times, provided that the investors will be prohibited from
exercising a common warrant for shares of common stock to the
extent that the investors would beneficially own in excess of the
Beneficial Ownership Limitation.
The investors’ option to invest in Tranche 2 must occur no later
than the tenth business day following the announcement of overall
response rate data from the Company’s ILLUMINATE-301 trial of its
lead product, tilsotolimod, in combination with ipilimumab for the
treatment of anti-PD-1 refractory advanced melanoma. To the extent
Tranche 2 is closed and inclusive of proceeds from the exercise of
warrants issuable in this private placement, the Company may
receive up to $20.0 million in gross proceeds.
The Company plans to use the initial proceeds and, if exercised,
subsequent proceeds from the financing for the ongoing clinical
development of tilsotolimod, its potential NDA filing and
commercial launch, and for general corporate purposes.
The shares of common stock (or common stock equivalents) and
warrants sold in the private placement have not been registered
under the Securities Act of 1933, as amended, or under any state
securities laws and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, 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 Tilsotolimod (IMO-2125)Tilsotolimod is an
investigational, synthetic Toll-like receptor 9 agonist.
Intratumoral injection of tilsotolimod has been shown to promote
both innate (Type-I IFN, antigen presentation) and adaptive (T
cells) immune activation. Tumors with an active immune response
appear to respond better to CPIs than those that exclude or inhibit
anti-tumor immune cells. Tilsotolimod in combination with CPIs may
cause regression of locally injected and distant tumor lesions and
increase the number of patients who benefit from immunotherapy.
Tilsotolimod has received both Fast Track designation and Orphan
Drug designation from the FDA and is being evaluated in multiple
tumor types and in combination with multiple checkpoint inhibitors.
For more information on tilsotolimod trials, please visit
www.clinicaltrials.gov.
About Idera PharmaceuticalsHarnessing the
approach of the earliest researchers in immunotherapy and the
company’s vast experience in developing proprietary immunology
platforms, Idera’s development program is focused on priming the
immune system to play a more powerful role in fighting cancer,
ultimately increasing the number of people who can benefit from
immunotherapy. Idera also continues to focus on the acquisition,
development, and ultimate commercialization of drug candidates for
both oncology and rare disease indications characterized by small,
well-defined patient populations with serious unmet needs. To learn
more about Idera, visit www.iderapharma.com.
Forward Looking StatementsThis press release
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact, included or incorporated
in this press release, including statements regarding Tranche 2,
the use of proceeds, the Company's strategy, future operations,
collaborations, intellectual property, cash resources, financial
position, future revenues, projected costs, prospects, clinical
trials, plans, and objectives of management, are forward-looking
statements. The words "believes," "anticipates," "estimates,"
"plans," "expects," "intends," "may," "could," "should,"
"potential," "likely," "projects," "continue," "will," and "would"
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Idera cannot guarantee that it will
actually achieve the plans, intentions or expectations disclosed in
its forward-looking statements and you should not place undue
reliance on the Company's forward-looking statements. There are a
number of important factors that could cause Idera's actual results
to differ materially from those indicated or implied by its
forward-looking statements. Factors that may cause such a
difference include: factors affecting Tranche 2 closing, whether
the Company’s cash resources will be sufficient to fund the
Company’s continuing operations and the further development of the
Company’s programs for the period anticipated; whether interim
results from a clinical trial will be predictive of the final
results of the trial; whether results obtained in preclinical
studies and clinical trials will be indicative of the results that
will be generated in future clinical trials, including in clinical
trials in different disease indications; whether products based on
Idera's technology will advance into or through the clinical trial
process when anticipated or at all or warrant submission for
regulatory approval; whether such products will receive approval
from the U.S. Food and Drug Administration or equivalent foreign
regulatory agencies; whether, if the Company's products receive
approval, they will be successfully distributed and marketed;
whether the Company's collaborations will be successful; and such
other important factors as are set forth under the caption "Risk
factors" in the Company’s filings with the Securities and Exchange
Commission. While Idera may elect to do so at some point in the
future, the Company does not assume any obligation to update any
forward-looking statements and it disclaims any intention or
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or
otherwise.
Idera Pharmaceuticals Contacts:
Jill Conwell
Investor Relations &
Corporate Communications
Phone (484) 348-1675
JConwell@IderaPharma.com
John J. Kirby
Chief Financial Officer
Phone (484) 348-1627
JKirby@IderaPharma.com
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