Synergy Pharmaceuticals Inc. Announces Pricing of Public Offering of 1,875,000 Units, Listing on NASDAQ & Effectiveness of Re...
01 Dicembre 2011 - 2:00PM
Business Wire
Synergy Pharmaceuticals, Inc. (NASDAQ: SGYPD), a
developer of new drugs to treat gastrointestinal disorders and
diseases, announced the pricing of an underwritten public offering
of 1,875,000 units at an offering price of $8.00 per unit, with
each unit consisting of two shares of common stock and one warrant
to purchase one share of common stock. The units will begin trading
on The Nasdaq Capital Market on December 1, 2011 under the symbol
“SGYPU”. The common stock and warrants will not be separately
transferable until the earlier of (i) the exercise in full of
the underwriters' overallotment option or (ii) 45 days
from the date of the prospectus supplement. Each warrant will have
an exercise price of $5.50 per share, will be exercisable upon
separation of the units and will expire five years from the date of
issuance. When separately transferable, the warrants will trade on
The Nasdaq Capital Market under the symbol “SGYPW”. The gross
proceeds to Synergy from this offering are expected to be $15.0
million, before deducting underwriting discounts and commissions
and other estimated offering expenses. The offering is expected to
close on December 6, 2011, subject to customary closing conditions.
Synergy has also granted the underwriters a 45-day option to
purchase up to an additional 281,250 units to cover
over-allotments, if any. All of the units in the offering are to be
sold by Synergy.
Synergy intends to use the net proceeds from this offering to
fund its research and development activities, including its ongoing
Phase II/III clinical trial of plecanatide and its Phase I clinical
trial of SP-333, and for working capital and other general
corporate purposes.
Synergy also announced that, effective as of December 1, 2011,
its common stock will begin trading on The NASDAQ Capital Market
under the symbol “SGYPD.” In connection with its listing on The
NASDAQ Capital Market, Synergy’s common stock will cease trading on
the OTC QB. Furthermore, in connection with this offering, Synergy
has effected a 1-for-2 reverse stock split of its common stock
which is effective for trading purposes as of December 1, 2011.
Aegis Capital Corp. is acting as the sole book-running manager
and EarlyBirdCapital, Inc. is acting as co-manager for the
offering. A shelf registration statement and accompanying base
prospectus on Form S-3 relating to the shares was filed with the
Securities and Exchange Commission and is effective. A preliminary
prospectus supplement relating to the offering has been filed with
the SEC and is available on the SEC’s web site at
http://www.sec.gov. Copies of the final prospectus supplement
relating to the offering, when available, may be obtained from the
offices of Aegis Capital Corp., Prospectus Department, 810 Seventh
Avenue, 11th Floor, New York, NY, 10019, telephone: 212-813-1010 or
email: prospectus@aegiscap.com, or from the above-mentioned SEC
website.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, these securities, nor will there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale is not permitted.
About Synergy Pharmaceuticals, Inc.
Synergy is a biopharmaceutical company focused on the
development of new drugs to treat gastrointestinal disorders and
diseases. Synergy's proprietary drug candidate plecanatide is a
synthetic analog of the human gastrointestinal hormone uroguanylin,
and functions by activating the GC-C receptor on epithelial cells
of the GI tract. Plecanatide has recently completed a Phase IIa
clinical trial in patients to treat chronic constipation. Synergy
initiated a Phase II/III 90-day repeated-oral-dose,
placebo-controlled clinical trial of plecanatide in chronic
constipation patients in October 2011. Plecanatide is also being
developed to treat IBS-C, with the first trial in IBS-C patients
planned for 2012. More information is available at
http://www.synergypharma.com.
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be identified by the use of
forward-looking words such as "anticipate," "believe," "forecast,"
"estimated" and "intend," among others. These forward-looking
statements are based on Synergy's current expectations and actual
results could differ materially. There are a number of factors that
could cause actual events to differ materially from those indicated
by such forward-looking statements. These factors include, but are
not limited to, substantial competition; our ability to continue as
a going concern; our need for additional financing; uncertainties
of patent protection and litigation; uncertainties of government or
third party payer reimbursement; limited sales and marketing
efforts and dependence upon third parties; and risks related to
failure to obtain FDA clearances or approvals and noncompliance
with FDA regulations. As with any pharmaceutical under development,
there are significant risks in the development, regulatory approval
and commercialization of new products. There are no guarantees that
future clinical trials discussed in this press release will be
completed or successful or that any product will receive regulatory
approval for any indication or prove to be commercially successful.
Synergy does not undertake an obligation to update or revise any
forward-looking statement. Investors should read the risk factors
set forth in Synergy's Form 10-K for the year ended December 31,
2010 and periodic reports filed with the Securities and Exchange
Commission.
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