MTFBW Motif Bio PLC

Motif Bio plc (Motif)(NASDAQ:MTFB), a clinical stage biopharmaceutical company specializing in developing novel antibiotics, today announced the pricing of its initial public offering in the United States of approximately 2.44 million American Depositary Shares (ADSs) with 50% warrant coverage. Each ADS, representing 20 ordinary shares of Motif, and warrant to purchase 0.5 ADSs are being offered at an offering price to the public of $6.98 per ADS and warrant combination.  Motif has granted the underwriters a 30-day option to purchase up to an additional 292,618 ADSs and/or 146,309 warrants to cover over-allotments, if any, in the U.S. offering.

Each full ADS warrant will have a per ADS exercise price of $8.03.  The ADS warrants are exercisable immediately and have a term of five years. The ADSs and warrants are scheduled to begin trading on The NASDAQ Capital Market on November 18, 2016 under the symbols "MTFB" and "MTFBW," respectively.

H.C. Wainwright & Co. is acting as the sole book-running manager for the U.S. offering.

Motif is also conducting a concurrent placement in Europe of 22.9 million ordinary shares with 50% warrant coverage. Each ordinary share and warrant to purchase 0.5 of an ordinary share are being offered at an offering price of 28 pence per ordinary share and warrant combination. Each full ordinary share warrant will have a per ordinary share exercise price of 32.2 pence.  The ordinary share warrants are exercisable immediately and will have a term of five years.  Motif’s ordinary shares trade on the AIM market of the London Stock Exchange under the ticker symbol “MTFB.” The Company’s placing agents have received signed placing letters committing to purchase the ordinary shares and warrants.

Zeus Capital Limited, Northland Capital Partners and MC Services are acting as the placing agents in the European placement.

The U.S. offering is expected to close on or about November 23, 2016, subject to customary closing conditions and the closing of the concurrent European placement. 

The aggregate gross proceeds to Motif from the U.S. offering and concurrent European placement are expected to be approximately $25.0 million before deducting underwriting discounts and commissions, placing agent commissions and other estimated offering expenses. 

The Company intends to use the net proceeds from these offerings, together with cash and cash equivalents on hand, (i) to fund the expenses to be incurred in conducting the two Phase 3 clinical trials of iclaprim for the treatment of ABSSSI, including the completion of our REVIVE-1 trial; and (ii) for working capital, general and administrative expenses, research and development expenses, and other general corporate purposes. 

While the Board believes that, along with the Company’s existing cash and cash equivalents, the net proceeds from the U.S. offering and concurrent European placement will provide sufficient capital to enable the Company to complete the REVIVE-1 trial, the Company will require additional funds to complete the REVIVE-2 trial and plans to raise the additional capital through public or private financings and/or other partnering opportunities.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on November 17, 2016.  A final prospectus relating to this offering will be filed with the U.S. Securities and Exchange Commission.

This offering is being made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained by contacting H.C. Wainwright & Co., 430 Park Avenue, New York, NY 10022, telephone: 212-356-0500, or e-mail: placements@hcwco.com. Investors may also obtain these documents at no cost by visiting the SEC's website at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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.

About Motif Bio Motif Bio is a clinical-stage biopharmaceutical company, engaged in the research and development of novel antibiotics designed to be effective against serious and life-threatening infections in hospitalized patients caused by multi-drug resistant bacteria. Our lead product candidate, iclaprim, is being developed for the treatment of acute bacterial skin and skin structure infections (ABSSSI) and hospital acquired bacterial pneumonia (HABP), including ventilator associated bacterial pneumonia (VABP), which is often caused by MRSA (methicillin resistant Staphylococcus aureus). We are currently enrolling and dosing patients in two global Phase 3 clinical trials (REVIVE-1 and REVIVE-2) with an intravenous formulation of iclaprim, for the treatment of ABSSSI.  Data readout for REVIVE-1 is expected in the second quarter of 2017 and REVIVE-2 is on track for data readout in the second half of 2017. Forward Looking StatementsThis press release contains forward-looking statements. Words such as "expect," "believe," "intend," "plan," "continue," "may," "will," "anticipate," and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve certain risks and uncertainties, including, among others, risks impacting the ability of Motif Bio plc to complete any public offering of its securities because of general market conditions or other factors and risks that could cause the results to differ materially from those expected by the management of Motif Bio plc. More detailed information about the risks and uncertainties affecting Motif Bio plc is contained under the heading "Risk Factors" in Motif Bio plc's registration statement on Form F-1 filed with the SEC, which is available on the SEC's web site, www.sec.gov. Motif Bio plc undertakes no obligation to update or revise any forward-looking statements.

For further information please contact:

Motif Bio plc Contact:
Pete A. Meyers
Chief Financial Officer
212-210-6248
ir@motifbio.com

Investor Contact:
Patricia L. Bank
Westwicke Partners
415-513-1284
patti.bank@westwicke.com