Concurrently, the Company Announces $35
Million Financing of Convertible Preferred Stock at $4.00
per Share
PharmaCyte Biotech, Inc. (Nasdaq: PMCB) (“PharmaCyte” or the
“Company”) today announces a cash tender offer for up to 7,750,000
shares at $3.25 per share, less any applicable withholding taxes
and without interest. The Company also announces that it has
completed a private placement financing of convertible redeemable
preferred stock and warrants from existing investors, raising gross
proceeds of approximately $35 million in a private placement
financing of convertible redeemable preferred stock and warrants
from existing investors.
Tender Offer
The Company intends to commence the tender offer today, May 11,
2023. The tender offer is scheduled to expire at 11:59 p.m., New
York City time, on June 9, 2023, unless extended or earlier
terminated (the “expiration date”). The purchase of common stock in
connection with the tender offer will be funded entirely through
the Company’s cash on hand.
Stockholders must validly tender and not validly withdraw their
common stock before the expiration date to be eligible to
participate in the tender offer. Tendered shares of common stock
may only be withdrawn on or before the expiration date.
The tender offer will be subject to various terms and conditions
as will be described in the Offer to Purchase. The Depositary for
the tender offer will be American Stock Transfer & Trust
Company, LLC, and the Information Agent for the tender offer will
be D.F. King & Co., Inc.
None of the Company or its Board of Directors, the Information
Agent for the tender offer, or the Depositary for the tender offer
will make any recommendation to shareholders as to whether to
tender or refrain from tendering their shares in the tender offer.
Shareholders must make their own decision as to how many shares
they will tender, if any. Shareholders should consult their
financial and tax advisors in making this decision.
PharmaCyte’s CEO Josh Silverman commented, “We continue to
evaluate our current assets, which are intended to address a highly
unmet medical need in pancreatic cancer. However, given that we are
unable at this time to provide shareholders with a definitive
timeframe on when we expect to have completed that evaluation or to
predict what steps we will take following our evaluation, we
believe it is in the best interest of both the Company and its
shareholders to provide the opportunity for existing, and in some
cases long-time, shareholders to move on, while still allowing
those dedicated to the Company to remain for what may be a very
long process until regulatory approval of any commercial asset.
Based on our current cash position, in-house assets, and a
simultaneous search for additional assets that we believe would be
accretive to the Company, we believe our current strategy and
activities have the highest potential to maximize shareholder
value. Our financing helps to maintain our very favorable cash
position, and we are grateful to all of our shareholders,
regardless of their actions around this tender offer, for their
loyalty and patience in this continued time of transition for the
Company. We look forward to the time when we are able to provide
more specific updates regarding Cell-in-a-Box or a potential
strategic acquisition.”
The tender offer described in this press release has not yet
commenced. This press release is for information purposes only, and
is not an offer to purchase or the solicitation of an offer to sell
any shares of PharmaCyte common stock. The solicitation of offers
to purchase shares of PharmaCyte common stock will be made only
pursuant to the tender offer documents, including an Offer to
Purchase and related Letter of Transmittal, that the Company
intends to distribute to shareholders and file as part of a tender
offer statement on Schedule TO with the U.S. Securities and
Exchange Commission (the “SEC”), today, May 11, 2023.
PHARMACYTE SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND
ANY OTHER DOCUMENTS FILED BY PHARMACYTE WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE
TENDER OFFER.
Once the tender offer is commenced, copies of the tender offer
statement on Schedule TO, the Offer to Purchase, the Letter of
Transmittal and other documents that the Company will be filed with
the SEC, will be distributed by the Company to the Company’s
shareholders at no expense to them and will also be available to
shareholders free of charge at the SEC website at www.sec.gov.
Private Placement
The Company has completed a private placement financing of
convertible redeemable preferred stock and warrants from existing
investors, raising gross proceeds of approximately $35 million. The
preferred stock has a conversion price of $4.00 per share, subject
to adjustment, and warrants to acquire up to an aggregate amount of
8,750,000 additional shares of the Company's common stock. The
warrants are exercisable immediately at an exercise price of $4.00
per share and expire five years from the date of issuance. The
preferred stock conversion price and warrant exercise price of
$4.00 per share represent an approximately 43.9% premium to
yesterday's closing share price.
The preferred stock, along with the associated warrants, were
offered and sold in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D of the Securities
Act and in reliance on similar exemptions under applicable state
laws. Accordingly, the preferred stock, warrants and underlying
shares of common stock issuable upon conversion or exercise of the
preferred stock and warrants may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws. The Company has agreed to file a registration
statement with the SEC registering the resale of the shares of
common stock issuable upon conversion of the preferred stock and
exercise of the warrants issued in connection with the private
placement.
This press release is not 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.
About PharmaCyte Biotech
PharmaCyte is a biotechnology company that is currently
evaluating its signature live-cell encapsulation technology,
Cell-in-a-Box®, for potential development of cellular therapies for
cancer, diabetes, and malignant ascites, while also exploring the
opportunity for other strategic acquisitions.
The Cell-in-a Box technology involves encapsulating genetically
engineered human cells that can then be reintroduced to attack
disease. The Company is exploring possible utility in cancer
(particularly pancreatic), Type 1 and insulin-dependent Type 2
diabetes, and malignant ascites.
However, until the review by the Business Review Committee and
the Board is complete and the Board has determined the actions and
plans to be implemented, the Board has curtailed spending on the
foregoing programs.
Safe Harbor
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that express the current beliefs and expectations of PharmaCyte’s
management and Board of Directors. Any statements contained in this
press release which do not describe historical facts are
forward-looking statements subject to risks and uncertainties that
could cause actual results, performance, and achievements to differ
materially from those discussed in such forward-looking statements.
Factors that could affect our actual results include our ability to
satisfactorily address the issues raised by the FDA in order to
have the clinical hold on our IND removed, whether our exploration
of additional opportunities to create new paths toward shareholder
value is successful, as well as such other factors that are
included in the periodic reports on Form 10-K and Form 10-Q that we
file with the SEC. These forward-looking statements are made only
as of the date hereof, and we undertake no obligation to update or
revise the forward-looking statements, except as otherwise required
by law, whether as a result of new information, future events or
otherwise. More information about PharmaCyte Biotech can be found
at https://pharmacyte.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230511005240/en/
Investor Contact: CORE IR ir@pharmacyte.com
Media Contact: Jules Abraham CORE IR Telephone:
917.885.7378 Email: julesa@coreir.com
For more information about the tender offer, contact the
information agent: D.F. King & Co., Inc. 48 Wall Street,
22nd Floor New York, NY 10005 Banks and Brokers Call: (212)
269-5550 All Others Call Toll Free: (866) 342-1635
pmcb@dfking.com
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