Pro-Pharmaceuticals Files Registration Statement for Rights Offering to Its Shareholders
November 20 2008 - 7:00AM
Business Wire
Pro-Pharmaceuticals, Inc. (the �Company�) (NYSE Alternext US: PRW)
today has filed a registration statement with the Securities and
Exchange Commission for its previously announced rights offering in
which it plans to distribute, at no charge to its existing holders
of the Company�s common stock on the record date, non-transferable
subscription rights to purchase shares of its common stock and
Series C warrants. The Company expects to use the proceeds from the
rights offering to complete the submission to the U.S. Food and
Drug Administration of the Company�s new drug application for
DAVANAT�, as well as for general working capital. The Company will
only consummate the rights offering if it is able to raise a
minimum of $2,500,000 by the expiration date of the rights offering
and in no event will it raise more than $20,000,000. The
distribution of rights and commencement of the rights offering will
occur promptly following the effectiveness of the registration
statement. The record date for the distribution of the rights, and
the dates for both the subscription period and the expiration of
the rights offering, will be included in the final prospectus.
Under the proposed terms of the rights offering, the Company would
distribute one right to each holder of record of every share of its
common stock that is held on the record date. Each right would
entitle the holder to purchase: (i) one share of common stock at a
subscription price to be determined prior to the effective date of
the registration statement and (ii) a Series C warrant that would
entitle the holder to purchase one share of common stock. The
subscription price per right will be set prior to the effectiveness
of the registration statement at a price between 90% of the five
day volume weighted average price (�VWAP�) of the common stock
prior to the date of the effectiveness of the registration
statement, and 115% of the 20 day VWAP of the common stock prior to
the date of the effectiveness of the registration statement.
However, the subscription price will not be less than $0.20 per
share, although this requirement may be waived by the Company�s
board of directors. Each warrant will be immediately exercisable
for twelve months following issuance to purchase one share of
common stock at 125% of the subscription price per right, which
exercise price may be reduced at any time in the Company�s
discretion. If, during the term of the warrant, the closing price
of the common stock is equal to or greater than 400% of the initial
warrant exercise price for at least ten consecutive trading days,
the Company may call, or cancel, any outstanding warrants that are
not exercised during the 15 trading day period following the date
the Company gives notice to the holders of those warrants. Holders
who fully exercise their rights will be entitled to subscribe for
an additional amount of common stock and warrants in amount equal
to up to 400% of the shares of common stock and warrants for which
such holder was otherwise entitled to subscribe. The Company has
engaged Maxim Group LLC to act as the dealer-manager for the rights
offering and MacKenzie Partners, Inc. to act as the information
agent. The registration statement has not yet become effective.
These securities may not be sold, nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. The
rights offering, which is expected to be launched immediately
following the effectiveness of the registration statement, will be
made only by means of a prospectus. When available, copies of the
prospectus may be obtained from MacKenzie Partners, Inc. by calling
(212) 929-5500 or (800) 322-2885. About Pro-Pharmaceuticals, Inc. �
Advancing Drugs Through Glycoscience� Pro-Pharmaceuticals is a
clinical and development stage pharmaceutical company engaged in
the discovery, development and commercialization of
carbohydrate-based, therapeutic compounds for advanced treatment of
cancer, liver, microbial and inflammatory diseases. The Company�s
initial focus is the development of carbohydrate polymers to treat
cancer patients. DAVANAT�, the Company�s lead drug candidate, is a
polysaccharide polymer that targets Galectin receptors on cancer
cells. The Company is headquartered in Newton, Mass. Additional
information is available at www.pro-pharmaceuticals.com. FORWARD
LOOKING STATEMENTS: Any statements in this news release about
future expectations, plans and prospects for the Company, including
without limitation statements containing the words "believes,"
"anticipates," "plans," "expects," �intends,� and similar
expressions, constitute forward-looking statements as defined in
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
management's current expectations and are subject to a number of
factors and uncertainties, which could cause actual results to
differ materially from those described in such statements. We
caution investors that actual results or business conditions may
differ materially from those projected or suggested in
forward-looking statements as a result of various factors
including, but not limited to, the following: uncertainties as to
the utility and market for our potential products; uncertainties
associated with pre-clinical and clinical trials of our product
candidates; and uncertainties as to whether our common stock will
continue to be listed on the NYSE Alternext US or the results of
the Rights Offering. More information about those risks and
uncertainties is contained in the Company's most recent quarterly
or annual report and in the Company's other reports filed with the
Securities and Exchange Commission. While the Company anticipates
that subsequent events may cause the Company's views to change, the
Company disclaims any obligation to update such forward-looking
statements. DAVANAT and Advancing Drugs Through Glycoscience are
registered trademarks of Pro-Pharmaceuticals.
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