SAN DIEGO, July 14, 2017 /PRNewswire/ -- Trovagene,
Inc. (NASDAQ:TROV), a precision medicine biotechnology company,
today announced it has entered into a securities purchase agreement
with certain accredited investors to purchase approximately
$7.1 million of its common stock in a
registered direct offering.
Under the terms of the purchase agreement, Trovagene has agreed
to sell 6,191,500 shares of its common stock. In a concurrent
private placement, Trovagene has agreed to issue warrants to
purchase up to 4,643,626 shares of its common stock. The
warrants will be exercisable six months following the date of
issuance, will expire on the fifth anniversary of the initial
exercise date and have an exercise price of $1.41 per share. The combined purchase
price for one registered share of common stock and one unregistered
warrant to purchase 0.75 of an unregistered share of common stock
will be $1.15. The gross
proceeds to Trovagene from the registered direct offering and
concurrent private placement are estimated to be approximately
$7.1 million before deducting the
placement agent's fees and other estimated offering expenses. The
registered direct offering and concurrent private placement are
expected to close on or about July 19,
2017, subject to the satisfaction of customary closing
conditions.
Maxim Group LLC is acting as sole placement agent for the
offering.
The sale of shares of common stock described above is being made
pursuant to a shelf registration statement on Form S-3 (File No.
333-211705), previously filed with the Securities and Exchange
Commission (the "SEC") on May 27,
2016 and declared effective on June
13, 2016. Such shares of common stock are being offered only
by means of a prospectus. A prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
registered direct offering will be filed with the SEC. When
available, copies of the prospectus supplement and the accompanying
prospectus relating to the registered direct offering may be
obtained at the SEC's website at www.sec.gov or by contacting Maxim
Group LLC at 405 Lexington Avenue, 2nd Floor, New York, New York 10174, or by telephone at
212-895-3745.
The unregistered warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act"), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Act or applicable
state securities laws. Accordingly, the warrants and underlying
shares of common stock may not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
registration requirements of the Act and such applicable state
securities laws.
This press release does not constitute an offer to sell or the
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 the registration or
qualification under the securities laws of any such state or
jurisdiction.
About Trovagene, Inc.
Trovagene is a precision medicine biotechnology company
developing oncology therapeutics for improved cancer care by
leveraging its proprietary Precision Cancer Monitoring®
(PCM) technology in tumor genomics. Trovagene has broad
intellectual property and proprietary technology to measure
circulating tumor DNA (ctDNA) in urine and blood to identify and
quantify clinically actionable markers for predicting response to
cancer therapies. Trovagene offers its PCM technology at its
CLIA/CAP – accredited laboratory and plans to continue to
vertically integrate its PCM technology with precision cancer
therapeutics. For more information, please visit
https://www.trovagene.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be identified by the use of words
such as "anticipate," "believe," "forecast," "estimated" and
"intend" or other similar terms or expressions that concern
Trovagene's expectations, strategy, plans or intentions. These
forward-looking statements are based on Trovagene's current
expectations and actual results could differ materially.
There are a number of factors that could cause actual events to
differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to,
our need for additional financing; our ability to continue as a
going concern; clinical trials involve a lengthy and expensive
process with an uncertain outcome, and results of earlier studies
and trials may not be predictive of future trial results; our
clinical trials may be suspended or discontinued due to unexpected
side effects or other safety risks that could preclude approval of
our product candidates; uncertainties of government or third party
payer reimbursement; dependence on key personnel; limited
experience in marketing and sales; substantial competition;
uncertainties of patent protection and litigation; dependence upon
third parties; our ability to develop tests, kits and systems and
the success of those products; regulatory, financial and business
risks related to our international expansion and risks related to
failure to obtain FDA clearances or approvals and noncompliance
with FDA regulations. There are no guarantees that any of our
technology or products will be utilized or prove to be commercially
successful, or that Trovagene's strategy to design its liquid
biopsy tests to report on clinically actionable cancer genes will
ultimately be successful or result in better reimbursement
outcomes. Additionally, there are no guarantees that future
clinical trials will be completed or successful or that any
precision medicine therapeutics will receive regulatory approval
for any indication or prove to be commercially successful.
Investors should read the risk factors set forth in Trovagene's
Form 10-K for the year ended December 31,
2016, and other periodic reports filed with the Securities
and Exchange Commission. While the list of factors presented
here is considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Forward-looking statements included herein are
made as of the date hereof, and Trovagene does not undertake any
obligation to update publicly such statements to reflect subsequent
events or circumstances.
Trovagene Contact:
Vicki Kelemen
VP, Corporate Communications
858-952-7652
vkelemen@trovagene.com
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SOURCE Trovagene, Inc.