MELBOURNE, Australia and
SAN FRANCISCO, Jan. 2, 2019 /PRNewswire/ -- Prana
Biotechnology Ltd (ASX: PBT, NASDAQ: PRAN) ("Prana" or "the
Company") has today announced that it has entered into a securities
purchase agreement for a lead investment by Boston based Life Biosciences LLC ("Life
Biosciences") to raise up to approximately A$44.5 million (approx. US$31.4 million). Life Biosciences will
initially invest US$7.5 million
(approx. A$10.6 million), with the
agreement allowing Prana to raise an additional US$2 million from other investors, totalling
US$9.5 million (approx. A$13.4 million). A further amount of up to
approximately A$31 million (approx.
US$21.9 million) would be invested by
Life Biosciences and other investors on exercise of short-term
warrants being issued as part of the transaction.
Prana Chairman & CEO, Mr Geoffrey
Kempler said: "Life Biosciences' investment in Prana is an
important endorsement of the significance of our work in addressing
neurodegenerative disease. This financing will potentially allow us
to accelerate our drug development programs."
Life Biosciences is a private US biopharmaceutical company
which, along with its six "Daughter" companies, is focused on
development of novel therapies, technologies and drugs to combat
the eight pathways of age-related decline (ARD). Its work
addresses health decline due to aging as a systemic breakdown of
the body, rather than a series of isolated events and
conditions. The company is headquartered in Boston, Massachusetts and operates a
laboratory in Cambridge,
Massachusetts (USA), and has operations on four
continents.
Life Biosciences was co-founded in 2017 by Dr David Sinclair AO
and Tristan Edwards. Dr
Sinclair is regarded as one of the world's leading researchers on
aging and age-associated diseases, and is a tenured professor in
the Department of Genetics at Harvard Medical
School and co-Director of the Paul F. Glenn Center for the
Biology of Aging Research.
Mr Edwards has extensive global financial capital markets,
regulatory compliance, and fiduciary oversight experience following
a 16-year investment career spanning leading financial
organisations across Australia,
London, Hong Kong and Singapore.
Subject to approval by the Company's shareholders, both Dr
Sinclair and Mr Edwards will join the Board of Prana Biotechnology
on completion of the transaction.
"We are very pleased to support the advancement of Prana's
neurodegenerative treatments for atypical Parkinsonian diseases,"
said Dr Sinclair.
"We are excited to acquire a substantial stake in Prana," said
Edwards, chief executive officer of Life Biosciences. "Their work
on a new generation of neurodegenerative drugs fits within our
research model that is based on the eight pathways of age-related
decline."
Transaction details
- Prana and Life Biosciences have entered into formal
documentation including the securities purchase
agreement.
- The transaction involves an issue of approximately 272 million
new fully paid ordinary shares in the capital of Prana ("Ordinary
Shares") representing approximately 34% of the total Ordinary
Shares on issue) together with two-for-one free attaching
Warrants pursuant to the initial placement ("the
Transaction"). The Ordinary Shares would be issued at
A$0.0390 (3.9
cents) and the Warrants would have an exercise price of
A$0.0450 (4.5
cents). The Warrants contain adjustment provisions
consistent with the ASX Listing Rules. The earliest date that the
Warrants can be exercised will be two months after their date
of issue ("Completion"), and the Warrants will expire on 19
December 2019. The precise number of Ordinary Shares to be
issued under the initial placement will be calculated by dividing
the Australian currency equivalent of US$7.5M (using the USD/AUD exchange rate
published by the Reserve Bank of Australia) at the time of Completion by
A$0.0390. Two Warrants will be issued
for every one Ordinary Share. The Warrants will be issued for nil
consideration and will not be quoted. If the Warrants issued to
Life Biosciences are exercised in full approximately 544
million additional Ordinary Shares would be issued, taking
Life Biosciences' total shareholding in the Company to
approximately 60%.
- Life Biosciences will be entitled to nominate up to three
directors to the Company's board for so long as it holds at least
20% of the Ordinary Shares on issue. Life Biosciences' initial
nominees will be Dr Sinclair and Mr Edwards.
- Completion of the Transaction is subject to approval by Prana's
shareholders being received at a general meeting ("General
Meeting"). All shareholder approvals to be sought in connection
with the Transaction must be passed as ordinary resolutions (50%
voting threshold). Shareholder approval is required under section
611 (item 7) of the Corporations Act 2001 (Cth). The
appointment of Dr Sinclair and Mr Edwards to the Company's board
also requires shareholder approval. Completion is also subject to
certain other customary completion conditions.
- Life Biosciences will, subject to compliance with all
regulatory requirements, have the right until 19 December 2019 to subscribe for further
Ordinary Shares on the same terms as they are offered to other
parties after Completion, in order to maintain its percentage
interest in the Company.
- In addition to the investment by Life Biosciences, the
securities purchase agreement allows Prana to raise an additional
up to US$2M from other
investors.
The General Meeting will be held within 90 days from the date of
entry into the securities purchase agreement with Completion to
occur shortly after. The Company will make further
announcements in due course regarding progress, the notice of
meeting for the General Meeting ("Notice of Meeting"), and other
information related to the Transaction and potential additional
raising of up to US$2M from other
investors. The Notice of Meeting will include an independent
expert's report prepared by FTI Consulting. The Transaction has the
unanimous support of the Company's board of directors.
The Ordinary Shares, the Warrants and ordinary shares underlying
the Warrants offered by Prana in the Transaction have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. The Company has agreed to file a
registration statement within 30 days of closing the Transaction
for purposes of registering the Ordinary Shares and ordinary shares
underlying the Warrants to be acquired by Life Biosciences.
This press release is being issued pursuant to Rule 135c
under the Securities Act and does not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale
of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Contacts:
Investor Relations and
Media
Rebecca Wilson
E: rwilson@we-buchan.com
Tp: +61 0417 382 391
About Prana Biotechnology:
Prana's lead candidate,
PBT434, is the first of a new generation of small molecules
designed to inhibit the aggregation of pathological proteins
implicated in neurodegeneration. PBT434 has been shown to reduce
abnormal accumulation of α-synuclein and tau proteins
in animal models of disease by restoring normal iron balance in the
brain. In this way, it has excellent potential to treat various
forms of atypical parkinsonism such as Multiple System Atrophy
(MSA) and Progressive Supranuclear Palsy (PSP).
For further information please visit the Company's web site at
www.pranabio.com.
Forward Looking Statements:
This press release contains "forward-looking statements"
within the meaning of section 27A of the Securities Act of 1933 and
section 21E of the Securities Exchange Act of 1934. The
Company has tried to identify such forward-looking statements by
use of such words as "expects," "intends," "hopes," "anticipates,"
"believes," "could," "would," "may," "evidences" and "estimates,"
and other similar expressions, but these words are not the
exclusive means of identifying such statements. Such
statements include, but are not limited to any statements relating
to the ability to close the Transaction, the use of proceeds of the
Transaction, the Company's drug development program, including, but
not limited to the initiation, progress and outcomes of clinical
trials of the Company's drug development program, including, but
not limited to, PBT2, and any other statements that are not
historical facts. Such statements involve risks and
uncertainties, including, but not limited to, those risks and
uncertainties relating to the financial markets, the difficulties
or delays in financing, development, testing, regulatory approval,
production and marketing of the Company's drug components,
including, but not limited to, PBT2, the ability of the Company to
procure additional future sources of financing, unexpected adverse
side effects or inadequate therapeutic efficacy of the Company's
drug compounds, including, but not limited to, PBT2, that could
slow or prevent products coming to market, the uncertainty of
patent protection for the Company's intellectual property or trade
secrets, including, but not limited to, the intellectual property
relating to PBT2, and other risks detailed from time to time
in the filings the Company makes with Securities and Exchange
Commission including its annual reports on Form 20-F and its
reports on Form 6-K. Such statements are based on
management's current expectations, but actual results may differ
materially due to various factions including those risks and
uncertainties mentioned or referred to in this press release.
Accordingly, you should not rely on those forward-looking
statements as a prediction of actual future results.
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SOURCE Life Biosciences
