ON April 7, 2020 Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) reported entering into an agreement with a fund affiliated with an institutional investor providing for a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to which Idera has sold shares of common stock together with accompanying warrants to purchase an additional shares of common stock, for aggregate gross proceeds of $5.0 million (Tranche 1). The price per share paid for the common stock was $1.52 per share (Press release, Idera Pharmaceuticals, APR 7, 2020, View Source [SID1234556169]). The common stock warrants have an exercise price of $2.28 per share, a term of three years and are exercisable after the Company receives stockholder approval and files a charter amendment to sufficiently increase the Company’s authorized shares of common stock to cover the exercise of the common stock warrants issuable under the agreement (Tranche 1 Initial Exercise Date).
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Pursuant to the agreement, the investor may, at their option, make a further investment of an additional $5.0 million to purchase shares of common stock (or common stock equivalents), together with accompanying common stock warrants to purchase additional shares of common stock (Tranche 2). The common stock purchase will be $1.76 per share. The common stock warrants, if issued, will have an exercise price of $2.71 per share, a term of three years and are exercisable after the later of their issuance date and the Tranche 1 Initial Exercise Date. Idera has the right to refuse Tranche 2 if, prior to receipt of notice from the investor, the closing price of Idera’s common stock is $3.01 or higher for any 20 consecutive days after June 30, 2020. The investor’s option to invest in Tranche 2 expires on December 30, 2020.
To the extent Tranche 2 is closed and inclusive of proceeds from the exercise of warrants issuable in this private placement, the Company may receive up to $20.7 million in gross proceeds. The Company plans to use the proceeds from the financing primarily to fund the completion, of the ongoing ILLUMINATE-301 clinical trial of its lead product, tilsotolimod, for the treatment of anti-PD-1 refractory metastatic melanoma. The Company also plans to use the subsequent proceeds, if exercised, to fund the potential NDA filing and commercial launch of tilsotolimod along with the ongoing ILLUMINATE-206 trial, and for general corporate purposes.
The shares of common stock (or common stock equivalents) and warrants sold in the private placement have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.
About Tilsotolimod (IMO-2125)
Tilsotolimod is an investigational, synthetic Toll-like receptor 9 agonist. Intratumoral injection of tilsotolimod has been shown to promote both innate (Type-I IFN, antigen presentation) and adaptive (T cells) immune activation. Tumors with an active immune response appear to respond better to CPIs than those that exclude or inhibit anti-tumor immune cells. Tilsotolimod in combination with CPIs may cause regression of locally injected and distant tumor lesions and increase the number of patients who benefit from immunotherapy.
Tilsotolimod has received both Fast Track designation and Orphan Drug designation from the FDA and is being evaluated in multiple tumor types and in combination with multiple checkpoint inhibitors. For more information on tilsotolimod trials, please visit www.clinicaltrials.gov.