NuPathe Announces Common Stock Purchase Agreement for up to $30 Million
03 August 2011 - 8:15AM
Marketwired
NuPathe Inc. (NASDAQ: PATH), a specialty pharmaceutical company
focused on the development and commercialization of branded
therapeutics for diseases of the central nervous system, including
neurological and psychiatric disorders, today announced the entry
into a common stock purchase agreement with Aspire Capital Fund,
LLC, which provides that subject to certain conditions and
limitations, Aspire has committed to purchase up to $30 million of
NuPathe common stock over the next 24 months. Aspire made an
initial investment of $500,000 by purchasing 70,721 shares of
NuPathe common stock at a purchase price of $7.07 per share,
representing a 19% premium to the closing market price on August 2,
2011.
"We intend to use this facility opportunistically to add to our
balance sheet," said Jane H. Hollingsworth, chief executive officer
of NuPathe. "Securing this facility furthers our goal of building
our financial strength and flexibility as we continue to prepare
for the expected launch of our migraine patch in the first half of
2012. Aspire Capital's decision to make an initial investment at a
premium to the current market price shows confidence in NuPathe and
our ability to execute. We look forward to bringing this innovative
product to market for the millions of underserved migraine patients
and particularly for those who suffer from migraine-related
nausea."
As a result of its initial investment, Aspire's remaining
purchase commitment under the facility is up to $29.5 million of
NuPathe common stock.
During the two-year term of the purchase agreement, NuPathe will
control the timing and amount of any sale of its common stock to
Aspire, providing the Company with flexibility to utilize the
facility as desired. Aspire has no right to require any sales by
NuPathe, but is obligated to make purchases as NuPathe directs.
Pricing of sales under the agreement will be determined each time
the Company elects to sell shares to Aspire based upon a
predetermined formula as set forth in the purchase agreement. A
more complete and detailed description of the purchase agreement is
set forth in the Company's current report on Form 8-K, filed today
with the U.S. Securities and Exchange Commission.
The offer and sale of the shares of NuPathe's common stock
issuable under the facility have not been registered under the
Securities Act of 1933, as amended. Accordingly, these securities
may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act. NuPathe has
agreed to file within 10 business days a registration statement on
Form S-1, covering the resale of the common stock issued and
issuable in accordance with the terms of the facility.
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
jurisdiction in which an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
About NP101 (Zelrix) NP101 (also known as
Zelrix) is an active, single-use, transdermal sumatriptan patch
being developed for the treatment of migraine. NP101 is designed to
provide migraine patients fast onset and sustained relief through a
tolerable, non-oral route of administration with low incidence of
triptan-related adverse events including chest tightness, chest
heaviness, numbness of the extremities, and paresthesias or
tingling. NP101 may provide an attractive treatment option for
millions of migraine patients because it avoids the need for oral
administration. Many migraine patients delay or avoid treatment
with oral medications as a result of underlying migraine-related
nausea and vomiting. In addition, the absorption of oral
medications may be compromised during a migraine, which may
adversely affect the efficacy of such medications. NP101 is powered
by SmartRelief™, NuPathe's proprietary transdermal delivery
technology. SmartRelief consists of a controlled delivery
technology that uses a mild electrical current to actively
transport medication through the skin using a process called
iontophoresis. NuPathe's New Drug Application (NDA) for NP101 is
currently under review by the U.S. Food and Drug Administration
with a Prescription Drug User Fee Act (PDUFA) date of August 29,
2011.
About NuPathe NuPathe Inc.
(www.nupathe.com) is a specialty pharmaceutical company focused on
the development and commercialization of branded therapeutics for
diseases of the central nervous system including neurological and
psychiatric disorders. NuPathe's lead product candidate, NP101, is
an active, single-use, transdermal sumatriptan patch being
developed for the treatment of migraine. In addition to NP101,
NuPathe has two additional proprietary product candidates: NP201
for the continuous symptomatic treatment of Parkinson's disease,
which the company plans to partner, and NP202 in preclinical
development for the long-term treatment of schizophrenia and
bipolar disorder.
Cautionary Note Regarding Forward-Looking
Statements This press release contains "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements that are not historical facts
are hereby identified as forward-looking statements for this
purpose and include, among others, statements relating to: the
extent to which we may utilize the purchase agreement as a source
of funding; the ability to obtain, and timing of, FDA approval of
Zelrix; the timing of the commercial launch of Zelrix; the
potential benefits of, and market for, Zelrix; our plans to partner
NP201; and the implications of Aspire Capital's decision to make an
investment.
Forward-looking statements are based upon management's current
expectations and beliefs and are subject to a number of risks,
uncertainties and other factors that could cause actual results and
events to differ materially from those indicated herein including,
among others: NuPathe's ability to obtain marketing approval for
and commercialize NP101; and the risks, uncertainties and other
factors discussed in NuPathe's Annual Report on Form 10-K for the
year ended December 31, 2010 under the caption "Risk Factors" and
elsewhere in such report, which is available on NuPathe's website
at www.nupathe.com in the "Investor Relations -- SEC Filings"
section. While NuPathe may update certain forward-looking
statements from time to time, it specifically disclaims any
obligation to do so, whether as a result of new information, future
developments or otherwise. You are cautioned not to place undue
reliance on any forward-looking statements.
Contact Information: INVESTOR CONTACTS John Woolford
(443) 213-0506 Email Contact Keith A. Goldan Vice President, Chief
Financial Officer NuPathe Inc. (484) 567-0130 MEDIA CONTACT
Jennifer Guinan Sage Strategic Marketing (610) 410-8111 Email
Contact
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