XOMA Announces Pricing of $25 Million Registered Offering of Common Stock and Convertible Preferred Stock
February 13 2017 - 7:00AM
XOMA Corporation (Nasdaq:XOMA) announced today that it has agreed
to sell 1,200,000 shares of its common stock and 5,003 shares of
convertible preferred stock directly to Biotechnology Value Fund,
L.P. and certain of its affiliates (“BVF”) in a registered direct
offering. XOMA anticipates its aggregate gross proceeds from
the offering will be approximately $25.0 million.
BVF agreed to purchase the shares of common stock from the
Company pursuant to a subscription agreement at a price of $4.03
per share (the closing price of XOMA’s common stock on February 10,
2017, as reported on the NASDAQ Global Market).
Each share of Series X Preferred Stock will have a stated value
of $4,030 per share and will be convertible into 1,000 shares of
registered common stock based on a conversion price of $4.03 per
share of common stock. The total number of shares of common
stock issued upon conversion of all issued Series X Preferred Stock
will be 5,003,000 shares. Each share will be convertible at
the option of the holder at any time, provided that the holder will
be prohibited from converting into common stock if, as a result of
such conversion, the holder, together with its affiliates, would
beneficially own a number of shares above a conversion blocker,
which is initially set at 19.99% of the total common stock then
issued and outstanding immediately following the conversion of such
shares.
The offering is expected to close on or about February 15, 2017,
subject to customary closing conditions.
The securities described above are being offered by XOMA
pursuant to a shelf registration statement previously filed with
the Securities and Exchange Commission (the “SEC”), which the SEC
declared effective on February 13, 2015 (File No. 333-201882). A
prospectus supplement related to the offering will be filed with
the SEC and will be available on the SEC’s website located at
http://www.sec.gov. Alternatively, XOMA will arrange to send
you the prospectus supplement and the accompanying prospectus upon
request by calling XOMA at (510) 204-7200.
This press release does 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 offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. This press release is being issued pursuant to and in
accordance with Rule 134 under the Securities Act of 1933, as
amended. Any offer, if at all, will be made only by means of a
prospectus supplement and accompanying prospectus forming a part of
the effective registration statement.
About XOMA
XOMA discovers and develops innovative antibody
therapeutics. XOMA has an extensive portfolio of products,
programs, and technologies that are the subject of licenses we have
in place with other biotech and pharmaceutical companies.
There are over 25 such programs that are funded by other companies
and could produce milestone payments and royalty payments in the
future.
Forward-Looking Statements
Certain statements contained in this press release, including,
but not limited to, statements related to the anticipated closing
of the offering are forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The words "estimate," "anticipate," "intend," "expect," "potential"
and similar expressions are intended to identify forward-looking
statements. These statements are based on assumptions that may not
prove accurate. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to whether the offering
will close when anticipated or at all, XOMA’s business
strategy, its clinical programs, ability to receive potential
milestones and royalty payments, and other risks, including those
related to current economic and financial market conditions, that
are described in more detail in "Risk Factors" included in the
prospectus supplement and accompanying prospectus and the
additional risk factors contained in XOMA’s most recent Quarterly
Report on Form 10-Q for the quarter ended September 30, 2016. XOMA
undertakes no obligation to publicly update any forward-looking
statements, regardless of any new information, future events or
other occurrences. You are advised, however, to consult any
additional disclosures made by XOMA in its reports to the SEC on
Forms 10-K, 10-Q and 8-K.
CONTACTS:
Investor contact:
Luke Heagle
Pure Communications
+1 910-726-1372
lheagle@purecommunications.com
Media contact:
Colin Sanford
Pure Communications
+1 415-946-1094
csanford@purecommunications.com
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