Immupharma PLC - £1.5m Subscription to fund R&D pipeline expansion
Subscription to raise
to fund expansion of R&D pipeline
· Subscription for 2,000,000 new Ordinary Shares (the "Luca Subscription") by
· Subscription for 13,000,000 new Ordinary Shares (the "Lanstead Subscription Shares") by Lanstead at an issue price of
· Further supportive investment in the Company by Lanstead following the
· The Issue Price represents a 6.45 per cent. discount to the closing price (of 10.69p) of the Ordinary Shares on
· The Company has also agreed to issue to Lanstead 650,000 new Ordinary Shares (the "Value Payment Shares") in connection with the Sharing Agreement.
· The proceeds of the Subscriptions receivable by the Company, of
o Expansion of the Company's R&D programmes (see below); and
o General working capital.
Update on R&D Programmes
· Strengthened advisory team for Lupuzor™ international Phase III trial;
· Proof of Concept study planned for Lupuzor™ in CIDP patients;
· 3 new Anti-Infective programmes; and
· New BioGlucagon product, with a potential market launch date in 2020.
Autoimmunity | Lupuzor™ for Lupus and CIDP
The Company continues positively with its collaboration with our exclusive US partner
Recently, Avion has strengthened its team of advisors for the Phase III trial, entering into a collaboration with a leading lupus patient group and the formation of a
In consultation with these advisors, a number of key decisions will now be made and next steps agreed in advance to meeting with the
· Agreeing the structure of the optimised international Phase III Lupuzor™ trial;
· Agreeing on the demographics and patient inclusion criteria; and
· Guidance on key territories where the trial will be conducted
Once the Phase III trial has commenced, these advisors will together provide:
· The support and expedition to identify and recruit the most appropriate lupus patients for the trial and;
· Promotion to patient steering groups to raise awareness of Lupuzor™ to lupus patients and their clinicians throughout the duration of the trial.
Discussions continue with potential partners for Lupuzor™ outside of the US.
Chronic Inflammatory Demyelinating Polyneuropathy ("CIDP")
Outside of lupus the unique mechanism of action of Lupuzor™ (also known as Forigerimod or P140) has demonstrated in a number of pre-clinical trials that it has the potential to also be effective within other auto-immune diseases. One disease of key interest to
*Results were published in 2018 in the 'Journal of Autoimmunity' entitled: "An autophagy-targeting peptide to treat chronic inflammatory demyelinating polyneuropathies". This paper is available to review on line at the
There is growing resistance to antibiotics and antifungal agents, and more recently the Covid-19 outbreak has highlighted mankind's unpreparedness and susceptibility to more aggressive infectious microorganisms, not only from a health perspective but also from an economic and social impact. Surviving cancer and other fatal diseases is undoubtedly vital but without sufficient ammunition against bugs (viral, fungal or bacterial, ) we survive to face a bigger problem.
However, despite the obvious threats to the health and wellbeing of the world's population, anti-infectives is a therapy area that attracts one of the lowest R&D spends in the biopharma industry. For example, there are three trials in oncology for one in anti-infectives, even though anti-infective drug development is faster and less expensive. Trials are generally much shorter for anti-infection versus chronic disease. So, this is an attractive therapy area for speed to market and lower cost of trials.
The Company through its subsidiary UREkA Pharma has recently become a partner in a consortium dedicated to the development of novel peptides intended to block the fusion of COVID-19 and other viruses to the target cell, an approach similar to Fuzeon (enfuvirtide) by Roche.
Drugs that target viral entry into the host cell have been proven effective against a wide range of viral diseases. The aim is to apply the results of fundamental research to the development of novel inhibitors of SARS-CoV-2 entry into target cells using the Urelix™ patented technology of UREkA Pharma together with contributions from the other members of the consortium. The strategy is based on inhibiting viral entry, using peptides specific for the viral fusion protein.
Anti-fungal opportunity | 'BioAMP-B'
Anti-bacterial opportunity | 'IPP-203101'
Metabolism | BioGlucagon
"We are delighted to receive further investment from Lanstead, who remain a long term supporter and significant institutional shareholder in
"It is important to recognise the continuing support of Lanstead as a long term shareholder in
"We believe that this latest investment from Lanstead is a strong endorsement of
"The proceeds from these investments by
"We look forward to continuing our long and beneficial relationship with Lanstead which ultimately is focused on creating greater value for shareholders over the medium and long term."
Further information on the Luca Subscription
Pursuant to a subscription agreement between the Company and
The Luca Subscription is conditional, inter alia, on Admission. Admission and dealings in the Luca Subscription Shares is expected to commence at
Further information on the Lanstead Subscription
Pursuant to the subscription agreement between the Company and Lanstead (the "Lanstead Subscription Agreement"), 13,000,000 new Ordinary Shares have been allotted and will be issued to Lanstead at
The Lanstead Subscription proceeds of
The Lanstead Subscription Shares will rank pari passu with the existing Ordinary Shares and application has been made to the
The Sharing Agreement
As part of the Lanstead Subscription, the Company has entered into the Sharing Agreement, pursuant to which
The Sharing Agreement provides that the Company will receive 24 equal monthly settlement amounts (of £54,166) as measured against a benchmark share price of
If the measured share price (the "Measured Price"), calculated as the average volume weighted share price (VWAP) of the Company's Ordinary Shares over a 20 day period prior to the monthly settlement date, exceeds the Benchmark Price, the Company will receive more than 100 per cent. of that monthly settlement due on a pro rata basis according to the excess of the Measured Price over the Benchmark Price. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements and the amount available in subsequent months is not affected. Should the Measured Price be below the Benchmark Price, the Company will receive less than 100 per cent. of the monthly settlement calculated on a pro rata basis and the Company will not be entitled to receive the shortfall at any later date. As such the final determination of the total amounts to be received under the Sharing Agreement will only be known after the 24 months have elapsed.
For example, if on a monthly settlement date the calculated Measured Price exceeds the Benchmark Price by 10 per cent., the settlement on that monthly settlement date will be 110 per cent. of the amount due from Lanstead on that date. If on the monthly settlement date the calculated Measured Price is below the Benchmark Price by 10 per cent., the settlement on the monthly settlement date will be 90 per cent. of the amount due on that date. Each settlement as so calculated will be in final settlement of Lanstead's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the date of each and every monthly settlement,
The Company will pay Lanstead's legal costs incurred in the Subscription and in entering into the Sharing Agreement and, in addition, has agreed to issue to Lanstead 650,000 new Ordinary Shares ("Value Payment Shares") in connection with entering into the Sharing Agreement.
In no event will fluctuations in the Company's share price result in any increase in the number of Lanstead Subscription Shares issued by the Company or received by Lanstead. The Sharing Agreement allows both Lanstead and the Company to benefit from future share price appreciation.
In total, Lanstead will be issued with 13,650,000 new Ordinary Shares pursuant to the Lanstead Subscription which, when issued, will equate to approximately 7.46 per cent of the Company's Enlarged Issued Share Capital. No shares, warrants or additional fees are owed to Lanstead at any point during this agreement other than those disclosed above.
Related Party Transactions
Lanstead is a substantial shareholder in the Company, and is interested in 23,193,490 Ordinary Shares (representing 13.86% of the current issued share capital).
The participation by Lanstead in the Lanstead Subscription and by Luca in the Luca Subscription therefore constitute related party transactions under the AIM Rules for Companies.
Having consulted with
Issue of Warrants
In connection with its services in relation to the Lanstead Subscription, the Company has issued warrants over 915,205 Ordinary Shares with an exercise price of
Total Voting Rights
Following Admission the Company's enlarged issued share capital will comprise 183,010,920 Ordinary Shares with voting rights. The figure of 183,010,920 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Subscription with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
For further information please contact:
Notes to Editors
Lanstead is an institutional investor that since 2007 has provided funding for ongoing business objectives to listed small and mid-cap growth companies. Lanstead focuses on equity investments in listed companies with management teams with a clear growth strategy.
Lanstead's extensive experience allows it to invest in most industries, focusing on providing supportive, longer term capital that rewards company growth. Companies with Lanstead on the shareholder register via an equity placement to Lanstead with an accompanying sharing agreement benefit from a unique and flexible approach to finance growth. This provides the opportunity for companies to benefit from additional cash beyond the original placing proceeds without having to issue additional shares.
Further information is available at www.Lanstead.com
Appendix - example of Lanstead sharing agreement
In relation to each of the months in the 24 month calculation period:
20 day VWAP 12.00p 13.3333p 14.6666p
Benchmark Price 13.3333p 13.3333p 13.3333p
20 day VWAP as % of Benchmark Price 90% 100% 110%
Settlement in the month
Proceeds over 24 month period
if 20 day VWAP is at this level
for the entire period
This information is provided by RNS, the news service of the
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