Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) today announced entering
into an agreement with a fund affiliated with an institutional
investor providing for a private placement exempt from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to which Idera has sold shares of common stock
together with accompanying warrants to purchase an additional
shares of common stock, for aggregate gross proceeds of $5.0
million (Tranche 1). The price per share paid for the common
stock was $1.52 per share. The common stock warrants have an
exercise price of $2.28 per share, a term of three years and are
exercisable after the Company receives stockholder approval and
files a charter amendment to sufficiently increase the Company’s
authorized shares of common stock to cover the exercise of the
common stock warrants issuable under the agreement (Tranche 1
Initial Exercise Date).
Pursuant to the agreement, the investor may, at their option,
make a further investment of an additional $5.0 million to purchase
shares of common stock (or common stock equivalents), together with
accompanying common stock warrants to purchase additional shares of
common stock (Tranche 2). The common stock purchase will be $1.76
per share. The common stock warrants, if issued, will have an
exercise price of $2.71 per share, a term of three years and are
exercisable after the later of their issuance date and the Tranche
1 Initial Exercise Date. Idera has the right to refuse Tranche 2
if, prior to receipt of notice from the investor, the closing price
of Idera’s common stock is $3.01 or higher for any 20 consecutive
days after June 30, 2020. The investor’s option to invest in
Tranche 2 expires on December 30, 2020.
To the extent Tranche 2 is closed and inclusive of proceeds from
the exercise of warrants issuable in this private placement, the
Company may receive up to $20.7 million in gross proceeds. The
Company plans to use the proceeds from the financing primarily to
fund the completion, of the ongoing ILLUMINATE-301 clinical trial
of its lead product, tilsotolimod, for the treatment of anti-PD-1
refractory metastatic melanoma. The Company also plans to use
the subsequent proceeds, if exercised, to fund the potential NDA
filing and commercial launch of tilsotolimod along with the ongoing
ILLUMINATE-206 trial, and for general corporate purposes.
The shares of common stock (or common stock equivalents) and
warrants sold in the private placement have not been registered
under the Securities Act of 1933, as amended, or under any state
securities laws and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
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 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.
About Tilsotolimod (IMO-2125)Tilsotolimod is an
investigational, synthetic Toll-like receptor 9 agonist.
Intratumoral injection of tilsotolimod has been shown to promote
both innate (Type-I IFN, antigen presentation) and adaptive (T
cells) immune activation. Tumors with an active immune response
appear to respond better to CPIs than those that exclude or inhibit
anti-tumor immune cells. Tilsotolimod in combination with CPIs may
cause regression of locally injected and distant tumor lesions and
increase the number of patients who benefit from immunotherapy.
Tilsotolimod has received both Fast Track designation and Orphan
Drug designation from the FDA and is being evaluated in multiple
tumor types and in combination with multiple checkpoint inhibitors.
For more information on tilsotolimod trials, please visit
www.clinicaltrials.gov.
About Idera PharmaceuticalsHarnessing the
approach of the earliest researchers in immunotherapy and the
company’s vast experience in developing proprietary immunology
platforms, Idera’s development program is focused on priming the
immune system to play a more powerful role in fighting cancer,
ultimately increasing the number of people who can benefit from
immunotherapy. Idera also continues to focus on the acquisition,
development, and ultimate commercialization of drug candidates for
both oncology and rare disease indications characterized by small,
well-defined patient populations with serious unmet needs. To learn
more about Idera, visit www.iderapharma.com.
Forward Looking Statements This press release
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact, included or incorporated
in this press release, including statements regarding Tranche 2,
the use of proceeds, the Company's strategy, future operations,
collaborations, intellectual property, cash resources, financial
position, future revenues, projected costs, prospects, clinical
trials, plans, and objectives of management, are forward-looking
statements. The words "believes," "anticipates," "estimates,"
"plans," "expects," "intends," "may," "could," "should,"
"potential," "likely," "projects," "continue," "will," and "would"
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Idera cannot guarantee that it will
actually achieve the plans, intentions or expectations disclosed in
its forward-looking statements and you should not place undue
reliance on the Company's forward-looking statements. There are a
number of important factors that could cause Idera's actual results
to differ materially from those indicated or implied by its
forward-looking statements. Factors that may cause such a
difference include: whether the Company receives stockholder
approval to increase its authorized shares of common stock, factors
affecting Tranche 2 closing, whether the Company’s cash resources
will be sufficient to fund the Company’s continuing operations and
the further development of the Company’s programs for the period
anticipated; whether interim results from a clinical trial, such as
the preliminary results reported in this release, will be
predictive of the final results of the trial; whether results
obtained in preclinical studies and clinical trials such as the
results described in this release will be indicative of the results
that will be generated in future clinical trials, including in
clinical trials in different disease indications; whether products
based on Idera's technology will advance into or through the
clinical trial process when anticipated or at all or warrant
submission for regulatory approval; whether such products will
receive approval from the U.S. Food and Drug Administration or
equivalent foreign regulatory agencies; whether, if the Company's
products receive approval, they will be successfully distributed
and marketed; whether the Company's collaborations will be
successful; and such other important factors as are set forth under
the caption "Risk factors" in the Company’s Annual Report filed on
Form 10-K for the period ended December 31, 2017 and the Company’s
Quarterly Report filed on Form 10-Q for the period ended September
30, 2018. Although Idera may elect to do so at some point in the
future, the Company does not assume any obligation to update any
forward-looking statements and it disclaims any intention or
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or
otherwise.
IDERA PHARMACEUTICALS Contacts:
Jill Conwell
Investor Relations &
Corporate Communications
Phone (484) 348-1675
JCONWELL@IDERAPHARMA.COM
John J. Kirby
Chief Financial Officer
Phone (484) 348-1627
JKIRBY@IDERAPHARMA.COM
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