Immupharma PLC - STRAT. INVTS FROM 2 SPECIALIST US H'CARE INVESTORS
("ImmuPharma" or the "Company")
STRATEGIC INVESTMENTS FROM TWO SPECIALIST US HEALTHCARE INVESTORS
for continued development of ImmuPharma's therapeutic pipeline
· ImmuPharma is to issue
· At any time, during the maturity period, the Investors may convert their Securities (in whole or in part) to 13,086,619 ordinary shares in the Company, in aggregate, at a price of 17.96p ("Conversion Price") which is equivalent to 120% of the Volume Weighted Average Price ("VWAP") of the ordinary shares for
· During the maturity period, the Company may require the investors to convert their securities to ordinary shares, if the VWAP on each of at least 20 consecutive trading days shall be equal to or have exceeded 35.92p (200% of the Conversion Price).
· Should any securities remain unconverted on
· In addition, the Investors have been granted 15,703,942 Options in the Company, which may be exercised at any time up to 3 years, with an exercise price the same as the Conversion Price, which, if all exercised, would amount to
· The initial net proceeds of the Securities (after subscription and expenses) received by the Company of
o Continued expansion of the Company's R&D programmes; and
o General working capital.
Commenting, ImmuPharma's Chairman, Tim McCarthy, said:
"We are delighted to welcome
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:
Further information on the Securities
Subscription Price: The Securities will be subscribed at 90% of face value.
Fee: 3% of the face value of the Securities, payable in cash.
Interest: 10% p.a., payable quarterly in arrear.
Legal Fees: The Company has paid the Investors' legal fees of
Financial Advisor Fee: 7% of the net receipts of the Securities equalling
Maturity: Unless converted, the Securities are repayable at face value on
Right of Participation: The Investors have a right of participation of 30% in any subsequent financings conducted by the Company for a period of 18 months to
Early Repurchase Event: Should the Company conduct any subsequent equity or debt financing, the Investors may require the Company to repurchase any unconverted Securities, to the value of up to 25% of the gross proceeds of the financing, at 105% of face value. In the event that the Investors have not converted their Securities or have had their Securities repurchased up to a cumulative amount of
Early Repurchase Event: As a provision in the agreements, in the event that the Company completes a Nasdaq listing during the maturity period, the Investors may require the Company to repurchase any unconverted Securities at 105% of face value. Alternatively, the Investors may effect a conversion of any unconverted Securities at a 10% discount to the Nasdaq listing price.
· Following on from entering into these agreements, the Company will be entering into a Strategic Advisory agreement with
· As of today's date, (prior to any conversion of the Securities or the exercise of the Options) the number of ordinary shares in issue remains unchanged at 183,010,920 Ordinary Shares (nominal value
· There will be no changes or amendments to the two existing Sharing Agreements with
Notes to Editors
This information is provided by RNS, the news service of the
Quick facts: ImmuPharma PLC
Market Cap: £25.62 m
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