13 February 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA
A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN. IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
ImmuPharma PLC
("ImmuPharma" or the
"Company")
Subscription & Oversubscribed Placing to raise c.£2.91
million
Sharing
Agreement
Related
Party Transactions
ImmuPharma PLC (LSE AIM: IMM), the
specialist drug discovery and development company, is pleased to
announce an equity fundraise of c.£2.91 million, utilising
existing authorities to allot shares (the
"Fundraise").
The Fundraise comprises a) an
oversubscribed placing to raise gross proceeds of £1.034 million
through the issue of 27,586,667 new ordinary shares of 1 pence each
in the Company ("Ordinary
Shares") with institutional and other investors at a price
of 3.75 pence per Ordinary Share (the "Issue Price"); and b) a £1.875 million
subscription with current 6.5% shareholder Lanstead Capital
Investors L.P ("Lanstead")
through the issue of 50,000,000 new Ordinary Shares at the Issue
Price. The Company has also entered into a
sharing agreement ("Sharing
Agreement") with Lanstead.
Highlights
·
Subscription for 50,000,000 new Ordinary Shares
(the "Subscription Shares")
by Lanstead at the Issue Price of 3.75 pence per share (the
"Lanstead Subscription"),
with an associated Sharing Agreement ("Sharing Agreement") (together the
"2025 Lanstead
Agreements").
·
Placing of 27,586,667 new Ordinary Shares (the
"Placing Shares") with
institutional and other investors at the Issue Price of 3.75 pence
per share to raise £1.034 million (the "Placing").
·
The Issue Price of 3.75 pence represents a 12.9
per cent. discount to the closing mid-market price (of 4.305 pence)
of the Ordinary Shares on 12 February 2025, the latest business
date prior to the announcement of the Fundraise.
·
The £1.875 million gross proceeds of the Lanstead
Subscription will be pledged by the Company pursuant to the Sharing
Agreement with Lanstead. The Sharing Agreement, details of which
are set out below, entitles the Company to receive back those
proceeds on a pro rata monthly basis over a period of seven months, commencing after
the completion of the amended (see below) 2023 Lanstead Sharing
Agreement, which is expected to be in May 2025, subject to
adjustment upwards or downwards each month depending on the
Company's share price at the time. The Sharing Agreement provides
the opportunity for the Company to benefit from positive future
share price performance.
·
The gross proceeds of the Fundraise will be used
primarily to fund:
·
further investment into the P140 autoimmune
technology platform;
·
strengthening the Company's balance sheet ahead of
detailed discussions with large pharma companies on potential
licensing deals on P140;
·
general working capital; and
·
cash expenses associated with the Fundraise of
c.£0.2m
The Subscription and Placing have
been arranged by the Company's broker, Stanford Capital Partners
Limited ("Stanford").
Commenting on the Fundraise, Tim McCarthy, Chairman and CEO of
ImmuPharma, said:
"We kickstarted this year with a key
announcement on 9 January, announcing innovative groundbreaking
advancements in our preclinical research program focused on P140
and the pathogenesis of autoimmune diseases. This new discovery
yielded data that provided novel insights into autoimmune disease
mechanisms, whilst, in addition, supporting
the Mechanism of Action of our P140 technology
platform and its significance for being effective in a number of
auto-immune diseases including our lead program, for
lupus.
"Following on from this, we believe
that 2025 will be a transformational year for ImmuPharma, with
further positive news announcements within the P140 technology
platform and a clear focus on securing partnering deals for all the
assets across our development portfolio."
Rationale for the
Fundraise
Following the major change in the
composition of the Company's board of directors and management, in
mid-2021, ImmuPharma has undergone a significant corporate
reorganisation, leading to a much more streamlined (and effective)
corporate structure, which in turn has also resulted in a much
lower level of fixed overheads. In addition, the Company's product
development portfolio has been expanded and refocused into
auto-immunity and anti-infectives, with positive developments since
2021 across all the portfolio, including the Company's P140
technology platform.
This was highlighted most recently
on 9 January 2025 when the Company announced innovative groundbreaking advancements in its preclinical
research program focused on P140 and the pathogenesis of autoimmune
diseases. This new discovery yielded data that provides novel
insights into autoimmune disease mechanisms.
Importantly for our autoimmune
therapy P140, especially for our lead indication in SLE (Lupus),
those findings pave the way for:
·
Earlier and more accurate diagnostics
·
Identifying patients most likely to respond to
P140 therapy
·
Improved monitoring of the patient's response to
treatment with P140
Additional funding at this pivotal
time will allow the management to invest further into the P140
platform. This in turn will strengthen the Company's negotiating
position in ongoing licensing negotiations, as well as to
contribute to general working capital requirements.
Being able to apply this new funding
to the P140 program will deliver quicker results and also be a
major contributor to regular positive news flow and program updates
which will have a major impact to drive a positive upward movement
in the share price, thereby increasing value for all
shareholders.
Further information on the Lanstead
Subscription
Pursuant to the subscription
agreement between the Company and Lanstead (the "Subscription Agreement"), 50,000,000 new Ordinary
Shares have today been allotted and will be issued, conditional
upon Admission, to Lanstead at 3.75 pence per Subscription Share
for an aggregate subscription value of £1.875 million.
The Lanstead Subscription
proceeds of £1.875 million
will immediately following Admission be pledged to Lanstead under
the Sharing Agreement under which Lanstead will then make, subject
to the terms and conditions of the Sharing Agreement, monthly
settlements (subject to adjustment upwards or downwards) to the
Company over a period of seven months, commencing in May 2025, as
detailed below. As a result of entering into the Sharing Agreement,
the aggregate amount received by the Company under the Lanstead
Subscription and the Sharing Agreement may be more or less
than £1.875 million, as further explained below.
Notwithstanding the Subscription
Price of 3.75
pence, shareholders should note that the share
price of the Company needs to be on average over the seven months
of the Sharing Agreement at or above the Benchmark Price of
5.0 pence per share for the Company to receive at
least, or more than, the gross Subscription of £1.875
million.
The Subscription Shares will be
issued credited as fully paid and will rank pari passu in all respects with the
Company's existing issued Ordinary Shares.
The Lanstead Subscription is
conditional, inter alia, on admission of the Subscription Shares to trading on AIM,
and there being: (i) no breach of certain customary warranties
given by the Company to Lanstead at any time prior to Admission
(which is expected on or around 20 February
2025); and (ii) no force majeure event occurring prior to
Admission.
The Sharing Agreement
In addition to the Lanstead
Subscription, the Company has entered into the Sharing Agreement,
pursuant to which ImmuPharma will pledge the £1.875 million gross proceeds of the
Lanstead Subscription to Lanstead. The Sharing Agreement will
enable the Company to share in any share price appreciation over
the Benchmark Price (as defined below). However, if the Company's share price is
less than the Benchmark Price then the amount received by the
Company under the Sharing Agreement will be less than the gross
proceeds of the Lanstead Subscription which were pledged by the
Company to Lanstead at the outset.
The Sharing Agreement provides that
the Company will receive seven monthly settlement amounts (6
months of £267,857.14 and the final month of
£267,857.16) as measured
against a benchmark share price of 5.0 pence per Ordinary Share
(the "Benchmark Price").
The monthly settlement amounts for the Sharing Agreement are
structured to commence in May 2025.
If the measured share price (the
"Measured Price"),
calculated as the average of each day's volume weighted share price
("VWAP") of the Company's
Ordinary Shares over a 20 day period prior to the monthly
settlement date, exceeds the Benchmark Price, the Company will
receive more than 100 per cent. of that monthly settlement due on
a pro rata basis
according to the excess of the Measured Price over the Benchmark
Price. There is no upper limit placed on the additional proceeds
receivable by the Company as part of the monthly settlements and
the amount available in subsequent months is not affected.
Should the Measured Price be below the Benchmark Price, the
Company will receive less than 100 per cent. of the monthly
settlement calculated on a pro rata
basis and the Company will not be entitled to
receive the shortfall at any later date. As such, the final
determination of the total amounts to be received under the Sharing
Agreement will only be known after the seven months have
elapsed.
For example, if on a monthly
settlement date the calculated Measured Price exceeds the Benchmark
Price by 10 per cent., the settlement on that monthly settlement
date will be 110 per cent. of the amount due from Lanstead on that
date. If on the monthly settlement date the calculated
Measured Price is below the Benchmark Price by 10 per cent., the
settlement on the monthly settlement date will be 90 per cent. of
the amount due on that date. Each settlement as so calculated will
be in final settlement of Lanstead's obligation on that settlement
date.
Assuming the Measured Price equals
the Benchmark Price on the date of each and every monthly
settlement, ImmuPharma would receive aggregate proceeds
of £1.875million (before
expenses) from the Lanstead Subscription and Sharing Agreements.
Examples of the proceeds from the Sharing Agreement to be received
each month, based upon varying levels of average share price in the
month, are shown in the Appendix to this
announcement.
The Company will pay Lanstead's
legal costs of approximately £15,000 incurred in connection with the Lanstead Subscription and in
entering into the Sharing Agreement and, in addition, has agreed to
issue to Lanstead 3,500,000
new Ordinary Shares ("Value Payment Shares") in connection
with entering into the Sharing Agreement.
In no event will fluctuations in the
Company's share price result in any increase in the number of
Subscription Shares issued by the Company or received by
Lanstead. The Sharing Agreement allows both
Lanstead and the Company to benefit from future share price
appreciation.
In total, Lanstead will be issued
with 50,000,000 new Ordinary Shares
pursuant to the Lanstead Subscription which, when issued, will
equate (together with the 3,500,000 Value Payment
Shares) to approximately 10.7 per cent. of
the Company's enlarged issued share capital following the
Subscription and the Placing.
No shares, warrants or additional
fees are owed to Lanstead at any point during this agreement other
than those disclosed above.
The Sharing Agreement is similar in
structure to those undertaken by the Company with Lanstead in
February 2016, June 2019, March 2020, December 2021, August 2022
and August 2023 respectively. The first five of these arrangements
have completed their settlement periods. The February 2016
agreement yielded a net gain to ImmuPharma of approximately £0.6
million more than originally subscribed by Lanstead. The June 2019
and March 2020 agreements yielded approximately £0.9 million and
£1.0 million less than originally
subscribed by Lanstead respectively. The December 2021 and August
2022 arrangements yielded £1.7 million and £0.7 million less than
originally subscribed by Lanstead respectively. The August 2023
arrangement (the "2023 Lanstead
Sharing Agreement") runs to September 2025 and is currently
yielding approximately £0.2 million less than the pro rata
amount originally subscribed by Lanstead on cumulative settlements
to date. (It has been agreed that this arrangement is accelerated
as set out below).
The February 2016 agreement yielded
a net gain due to the share price appreciation during its duration,
which coincided with the progression of Lupuzor™ through its first Phase 3 clinical trial. The
subsequent agreements have all coincided with a prolonged period of
share price underperformance due to multiple factors, including the
negative macro-economic environment and a period of complete
reorganisation of the Company and its development portfolio,
following a change in the board of directors and the appointment of
a new management team in 2021.
The new management team have
simplified the Group structure from five to two companies; reduced
overheads by over 50%; expanded the development portfolio and
recently (in January 2025) announced breakthrough results in its
flagship P140 autoimmune platform.
With the anticipation of further
regular positive newsflow as the Company moves through 2025,
including additional data from P140 pre-clinical studies; and
licence and collaboration deals across the development portfolio,
the Directors have an expectation that this new Lanstead agreement
will yield a net gain.
The Directors believe that the
Sharing Agreement potentially provides a number of benefits to the
Company and its shareholders including: the certainty of additional
investment, albeit the quantum of returns under the agreement is
dependent on the Company's share price; the opportunity to benefit
from positive future share price performance; and that the amount
of shares issued is fixed, together with the cost of their
issue.
Amendment to the 2023 Lanstead Sharing
Agreement
The 2023
Lanstead Sharing Agreement was an agreement
covering a period of 24 months. Full details were set out in the
Company's regulatory announcement dated 31 August 2023.
The Company has received a total of
£0.5 million under the 2023 Lanstead Sharing Agreement from the 17
settlements due to date. Seven settlements of £41,666.67 per month
(on the assumption the 2023 Lanstead Sharing Agreement Benchmark
Price of 2.6667 pence equals the Measured Price for each period)
under the agreement remain due for the months from March 2025
through to September 2025.
It has been agreed that each of the
settlements for March , April and May 2025 are accelerated to be
received in March 2025 (with the calculation for the 3 months based
on the 2023 Lanstead Sharing Agreement formula for the 20 days in
March), and that each of the settlements for June, July and August
2025 are accelerated to be received in April 2025 (with the
calculation for the 3 months based on the 2023 Lanstead Sharing
Agreement formula for the 20 days in April 2025), and that the
September settlement is cancelled.
The settlements due under the
February 2025 Lanstead Sharing Agreement will commence in the month
(expected to be May 2025) following the receipt of the April 2025
settlement referred to in the paragraph above.
Placing
Certain institutional and other
investors have subscribed for 27,586,667 Placing Shares directly
with the Company to raise £1,034,500 for the Company.
The Placing Shares will be issued
credited as fully paid and will rank pari passu in all respects with the
Company's existing issued Ordinary Shares.
The Placing is conditional, among
other things, upon Admission (which is expected to occur on
or around 20 February 2025) becoming
effective.
Future Funding
Requirements
The Directors are confident that the
Fundraise, together with existing funding and funding arrangements,
will provide the Company with a clear cash
runway to at least the end of 2026.
This belief is based on assumptions,
which include the Directors' estimation of the likely level of
receipts under (i) the 2023 Lanstead Agreement (ii) the current
February 2025 Lanstead Agreements (which are variable and depend
upon the level of the Company's Measured Price versus the Benchmark
Price each month).
In the event that the Company
receives less funds than expected by the Directors, the Company
will undertake measures to limit or defer cash outflows from the
business in the near term, (which include the Directors deferring a
proportion of their salaries) until such time as the business is
able to meet these payments, or seek to introduce further funding
to the business.
Conversely, in the event of share
price performance in excess of the assumptions made, the Company
would have a longer cash runway as there would be a higher level of
cash receipts under the various Lanstead agreements. In addition, a
higher share price would increase the likelihood of the exercise of
outstanding options and warrants, which would result in further
cash receipts for the Company, though there is no guarantee this
will occur.
Related Party
Transactions
Lanstead is interested in 27,090,404
Ordinary Shares (representing 6.5 per cent. of the current issued
share capital). Until 6 August 2024 Lanstead was a substantial
shareholder in the Company, therefore (i) the participation by
Lanstead in the 2025 Lanstead Agreements (including the issue of
the Value Payment Shares) and (ii) the amendment to the 2023
Lanstead Sharing Agreement constitute related party transactions
under the AIM Rules for Companies.
The Directors (all of whom are
independent of Lanstead), having consulted with SPARK Advisory
Partners Limited ("SPARK"),
the Company's nominated adviser, consider that (i) the terms of the
2025 Lanstead Agreements and (ii) the amendment to the 2023
Lanstead Sharing Agreement, are fair and reasonable insofar as the
Company's shareholders are concerned.
Other Share Issues
The Company will issue 200,000 new
Ordinary Shares to SPARK, and 2,000,000 new Ordinary Shares to
Stanford at an issue price of 3.75 pence per share in lieu of fees
("Fee Shares"). The Fee
Shares will be issued credited as fully paid and will rank
pari passu in all respects
with the Company's existing issued Ordinary Shares.
Application for admission to trading
on AIM ("Admission"), and expected dates of Admission
Application will be made for
the Subscription Shares, the Placing
Shares, the Value Payment Shares and the Fee Shares
to be admitted to trading on the AIM market of the
London Stock Exchange.
It is anticipated that Admission
("Admission") of the
Subscription Shares, the Placing Shares, the Value
Payment Shares and the Fee Shares will occur at 8.00 a.m. on or around
20 February 2025.
Authority to allot shares
The allotment of the Subscription
Shares, the Placing Shares, the Value Payment Shares and the Fee
Shares is being made pursuant to existing authorities to allot
shares and other relevant securities and to disapply pre-emption
rights under section 551 of the Companies Act 2006, which the
Directors were given at the Company's Annual General Meeting held
on 28 June 2024.
About Lanstead
Lanstead is a global investment firm
that provides funding for ongoing business objectives to listed
small and mid-cap growth companies. In London, Lanstead focus on
equity investments in companies already listed or quoted on the
London Stock Exchange or European exchanges and on management teams
with a clear growth strategy.
Lanstead's extensive experience
allows it to invest in most industries, focusing on providing
supportive, longer term capital that rewards company growth.
Companies with Lanstead on the shareholder register via an equity
placement to Lanstead with an accompanying sharing agreement can
benefit from a unique and flexible approach to finance growth. This
provides the opportunity for companies to benefit from additional
cash beyond the original subscription proceeds without having to
issue additional shares.
Further information is available
at www.Lanstead.com
Appendix - example Lanstead Sharing
Agreement Returns
In relation to each of the months in
the 7 month calculation period:
Average 20 Day VWAP
3.75p
5.0p
6.25p
Benchmark
Price
5.0p
5.0p
5.0p
20 day VWAP as % of Benchmark
Price
75%
100%
125%
Settlement from Lanstead in the
month
£200,892
£267,857
£334,821
Proceeds over 7 month
period
if Average 20 Day VWAP is at this
level
for the entire
period
£1,406,250
£
1,875,000
£2,343,750
|
For further information please
contact:
|
ImmuPharma PLC (www.immupharma.com)
Tim McCarthy, Chief Executive
Officer
|
+ 44 (0) 207 152 4080
|
|
|
|
|
Lisa Baderoon, Head of Investor
Relations
|
+ 44 (0) 7721 413496
|
|
SPARK Advisory Partners Limited (NOMAD)
Neil Baldwin
Stanford Capital Partners (Joint Broker)
Patrick Claridge
Bob Pountney
SI
Capital (Joint Broker)
Nick Emerson
|
+44 (0) 203
368
3550
+44 20 3650 3650
+44 (0) 1483 413500
|
|
|
|
|
|
|
|
Notes to Editors
About ImmuPharma PLC
ImmuPharma PLC (LSE AIM: IMM) is a
specialty biopharmaceutical company that discovers and develops
peptide-based therapeutics. The Company's portfolio includes novel
peptide therapeutics for autoimmune diseases and anti-infectives.
The lead program, P140, is a unique non-immunosuppressive peptide
for the treatment of SLE (Systemic Lupus Erythematosus) and CIDP
(Chronic Idiopathic Demyelinating Polyneuropathy) and preclinical
models suggest therapeutic activity for many other autoimmune
diseases.
For additional information about
ImmuPharma please visit www.immupharma.co.uk
ImmuPharma's LEI (Legal Entity
Identifier) code: 213800VZKGHXC7VUS895.
