XOMA Announces Proposed Rights Offering
19 Novembre 2019 - 10:30PM
XOMA Corporation (Nasdaq: XOMA) (“XOMA” or the “Company”) today
announced its intent to commence a rights offering pursuant to
which the Company would raise approximately $22 million through the
distribution of subscription rights to holders of its common stock
(“Common Stock”), Series X preferred stock (“Series X Preferred”)
and Series Y preferred stock (“Series Y Preferred”), which will
entitle the holders to purchase shares of XOMA’s Common Stock at
$22.00 per share (the “Rights Offering”). The Rights Offering will
be fully backstopped by BVF Partners L.P., the Company's largest
stockholder, or its assignee/transferee, which has agreed to
purchase at a minimum its as-converted pro rata share of the
offering amount, plus an additional amount of securities that are
not subscribed for by other purchasers in the Rights Offering
for a total of up to $22 million.
Under the proposed Rights Offering, the Company plans to
distribute non-transferable subscription rights to purchase a
portion of a share of Common Stock for each share of Common Stock
outstanding and for each share of Common Stock issuable upon
conversion of the Company’s outstanding shares of Series X
Preferred and Series Y Preferred, at a subscription price per share
of $22.00, to its stockholders of record as of the close
of business on November 29, 2019 (the “Record Date”).
The subscription rights will be exercisable for an aggregate
of 1,000,000 shares of Common Stock, with participation to be
allocated among holders of its Common Stock, Series X Preferred and
Series Y Preferred on a pro rata basis (assuming full conversion of
the Series X Preferred and Series Y Preferred into shares of Common
Stock), subject to the aggregate offering threshold and ownership
limitations. The subscription rights are non-transferable and
may be exercised only during the anticipated subscription period
of Monday, December 2, 2019, through 5:00 PM EDT
on Wednesday, December 18, 2019, unless extended. Any
participant in the Rights Offering that, by exercise of its
subscription right would become a holder of greater than 9.9% of
the outstanding number of shares of Common Stock of the Company
following the Rights Offering may elect to instead purchase Series
Z Preferred Stock (“Series Z Preferred”) of the Company. The
Company intends to sell the Series Z Preferred at $22,000 per
share, and any such holder so electing would have a right to
purchase one one-thousandth of a share of Series Z Preferred for
each share of Common Stock it had a right to purchase under the
subscription rights. Each share of Series Z Preferred will,
subject to certain limitations, be convertible into 1,000 shares of
Common Stock at the election of the holder. The Series Z Preferred
will generally have no voting rights, except as required by law,
and will participate pari passu, on an as-converted
basis, with any distribution of proceeds to holders of Common
Stock in the event of the Company’s liquidation, dissolution or
winding up.
The Rights Offering will be made pursuant to the Company’s
effective shelf registration statement on file with the Securities
and Exchange Commission and only by means of a prospectus
supplement and accompanying prospectus. The Company expects
to mail subscription certificates evidencing the subscription
rights and a copy of the prospectus supplement and accompanying
prospectus for the Rights Offering shortly following the Record
Date.
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities in
any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
BVF Partners L.P., the Company's largest shareholder, currently
owning approximately 20.5% of the Company’s outstanding Common
Stock (and 53.6% on an as-converted basis), will backstop the
Rights Offering and has agreed to purchase up to $22 million of
Common Stock at a subscription price per share
of $22.00, subject to approval by Nasdaq, or Series Z
Preferred at a price of $22,000 per share in a private placement
promptly at the conclusion of the Rights Offering, with the dollar
amount to be purchased in such private placement reduced by the
dollar amount sold by the Company (including to BVF Partners L.P.,
and its affiliates) in the Rights Offering.
About XOMA CorporationXOMA has built a
significant portfolio of products that are licensed to and being
developed by other biotech and pharmaceutical companies. The
Company’s portfolio of partner-funded programs spans multiple
stages of the drug development process and across various
therapeutic areas. Many of these licenses are the result of
XOMA’s pioneering efforts in the discovery and development of
antibody therapeutics. The Company’s royalty-aggregator
business model includes acquiring additional milestone and royalty
rights associated with drug development programs with third-party
funding. For more information, visit www.xoma.com.
Safe Harbor StatementThis release contains
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
“Forward-looking statements” describe future expectations, plans,
results, or strategies and are generally preceded by words such as
“anticipates,” “expect,” “may,” “plan” or “will”.
Forward-looking statements in this release include, but are
not limited to, statements regarding plans, amounts and timing for
the Rights Offering and the private placement to BVF Partners L.P.,
future financing opportunities, the anticipated use of proceeds
derived therefrom and expectations regarding participation in the
Rights Offering. You are cautioned that such statements are subject
to a multitude of risks and uncertainties that could cause future
circumstances, events, or results to differ materially from those
projected in the forward-looking statements, including the
availability of, and participation in, financing
opportunities. These and other risks are identified in our
filings with the Commission, including without limitation our
Quarterly Report on Form 10-Q for the quarter ended September 30,
2019 and in other filings subsequently made by the Company with the
Commission. All forward-looking statements contained in this press
release speak only as of the date on which they were made and are
based on management’s assumptions and estimates as of such date. We
do not undertake any obligation to publicly update any
forward-looking statements, whether as a result of the receipt of
new information, the occurrence of future events or otherwise.
Investor contact:Juliane SnowdenOratorium
Group, LLC+1 646-438-9754jsnowden@oratoriumgroup.com
Media contact:Kathy VincentKV Consulting &
Management+1 310-403-8951kathy@kathyvincent.com
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