VANCOUVER, Nov. 6, 2019 /CNW/ - Sierra Oncology, Inc.
(Nasdaq: SRRA), a late-stage drug development company focused on
the development and commercialization of momelotinib, a JAK1, JAK2
& ACVR1 inhibitor with a potentially differentiated therapeutic
profile for the treatment of myelofibrosis, today announced that it
intends to offer and sell shares of Series A convertible preferred
stock, together with Series A warrants and Series B warrants, each
to purchase shares of common stock, in an underwritten public
offering. All of the securities to be sold in the offering will be
offered by Sierra Oncology. The offering is subject to market and
other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering.
Sierra Oncology intends to use the net proceeds from the public
offering to fund MOMENTUM, its planned Phase 3 clinical trial of
momelotinib, as well as for general corporate purposes.
Each share of Series A preferred stock will be initially
convertible into that number of shares of common stock equal to the
purchase price of the Series A preferred stock divided by the
conversion price of the Series A preferred stock. Each share of
Series A preferred stock will automatically convert to shares of
common stock upon the fifth day of trading following the
announcement of stockholder approval of the first reverse stock
split following the offering, subject to certain beneficial
ownership limitations. Each share of Series A preferred will be
entitled to vote together with the common stock on an as-converted
basis, subject to certain limitations, without regard to the
beneficial ownership limitation, until such time that the shares of
Series A preferred stock automatically convert to common stock.
Following the automatic conversion described above, the Series A
preferred stock will be non-voting.
Each share of Series A preferred stock will be accompanied by
(i) a Series A warrant to purchase shares of common stock that will
equate to 100% warrant coverage, and (ii) a Series B warrant to
purchase shares of common stock that will equate to 33% warrant
coverage. Each Series A warrant and Series B warrant will have an
exercise price equal to the initial conversion price of the Series
A preferred stock, and will become exercisable following
stockholder approval of an increase in authorized common stock
sufficient to allow for the exercise of the warrants, subject to
certain beneficial ownership limitations. The Series A warrants
will expire five years from the date they first become exercisable
and the Series B warrants will expire on the 75th day
anniversary following the announcement of top-line date from Sierra
Oncology's planned Phase 3 clinical trial of momelotinib.
Jefferies is acting as the sole book-running manager for the
offering.
The securities described above are being offered by Sierra
Oncology pursuant to a registration statement on Form S-3 (File No.
333-225650) that was declared effective by the Securities and
Exchange Commission ("SEC") on June 21,
2018. A preliminary prospectus supplement and an
accompanying prospectus relating to the offering will be filed with
the SEC and will be available on the SEC's web site at www.sec.gov.
Copies of the preliminary prospectus supplement and the
accompanying prospectus relating to this offering may be obtained,
when available, by contacting Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd
Floor, New York, NY 10022, or by
telephone at (877) 821-7388, or by email at
prospectus_department@jefferies.com.
This press release shall 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 an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding Sierra Oncology's intention to
conduct an offering and sale of securities, the terms of the
securities Sierra Oncology is offering, its ability to complete the
offering and expected use of proceeds. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. These statements are based on
management's current expectations and beliefs and are subject to a
number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the
forward-looking statements. Such forward-looking statements are
subject to a number of risks and uncertainties, including the risk
factors described under the heading "Risk Factors" set forth in
Sierra Oncology's filings with the Securities and Exchange
Commission from time to time, including the Company's reports filed
with the SEC and a preliminary prospectus supplement, which we
intend to file with the SEC on November 6,
2019. Sierra Oncology undertakes no obligation to update the
forward-looking statements contained herein or to reflect events or
circumstances occurring after the date hereof, other than as may be
required by applicable law.
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SOURCE Sierra Oncology