Adamis Pharmaceuticals Announces Pricing of $6.7 Million Registered Direct Offering

On February 21, 2020 Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) ("Adamis" or the "Company") reported it has entered into a securities purchase agreement with certain accredited institutional investors to purchase approximately $6.7 million of its common stock in a registered direct offering and warrants to purchase shares of common stock in a concurrent private placement (Press release, Adamis Pharmaceuticals, FEB 21, 2020, View Source [SID1234554612]). The combined purchase price for one share of common stock and 0.75 warrants will be $0.58.

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Under the terms of the purchase agreement, Adamis has agreed to sell 11,600,000 shares of its common stock. In a concurrent private placement, Adamis has agreed to issue warrants to purchase up to an aggregate of 8,700,000 shares of common stock. The warrants will be exercisable commencing on the later of (i) six months from the date of issuance or (ii) the date that Adamis’ stockholders approve either an increase in the number of Adamis’ authorized shares of common stock or a reverse stock split, in either case in an amount sufficient to permit the exercise in full of all of the warrants, will expire on the five year anniversary of the initial exercise date and will have an exercise price of $0.70 per share.

The gross proceeds to the Company from the registered direct offering and concurrent private placement are expected to be approximately $6.7 million before deducting the placement agents’ fees and other estimated offering expenses. The registered direct offering and concurrent private placement is expected to close on or about February 25, 2020, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The common shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-226100) previously filed and declared effective by the Securities and Exchange Commission (SEC). The warrants issued in the concurrent private placement and shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the shares of common stock will be filed by Adamis Pharmaceuticals with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3745.

Entry into a Material Definitive Agreement

On February 21, 2020, Amgen Inc. (the "Company") reported that issued and sold $500,000,000 aggregate principal amount of its 1.900% Senior Notes due 2025 (the "2025 Notes"), $750,000,000 aggregate principal amount of its 2.200% Senior Notes due 2027 (the "2027 Notes"), $1,250,000,000 aggregate principal amount of its 2.450% Senior Notes due 2030 (the "2030 Notes"), $1,250,000,000 aggregate principal amount of its 3.150% Senior Notes due 2040 (the "2040 Notes") and $1,250,000,000 aggregate principal amount of its 3.375% Senior Notes due 2050 (the "2050 Notes" and, together with the 2025 Notes, the 2027 Notes, the 2030 Notes and the 2040 Notes, the "Notes") (Filing, 8-K, Amgen, FEB 21, 2020, View Source [SID1234554611]). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-236351) (the "Registration Statement"), filed on February 10, 2020, and were issued pursuant to an indenture, dated as of May 22, 2014 (the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate, dated as of February 21, 2020 (the "Officer’s Certificate"), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately $4,955,763,600, after deducting underwriters’ discounts and estimated offering expenses payable by the Company.

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The relevant terms of the Notes are set forth in the Indenture, included as Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officer’s Certificate (including forms of the Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference.

The 2025 Notes will pay interest at the rate of 1.900% per annum, the 2027 Notes will pay interest at the rate of 2.200% per annum, the 2030 Notes will pay interest at the rate of 2.450% per annum, the 2040 Notes will pay interest at the rate of 3.150% per annum and the 2050 Notes will pay interest at the rate of 3.375% per annum, which, in each case, shall be payable in cash semi-annually in arrears on February 21 and August 21 of each year, beginning on August 21, 2020. The 2025 Notes will mature on February 21, 2025, the 2027 Notes will mature on February 21, 2027, the 2030 Notes will mature on February 21, 2030, the 2040 Notes will mature on February 21, 2040 and the 2050 Notes will mature on February 21, 2050.

In the event of a change in control triggering event, as defined in the Officer’s Certificate attached hereto as Exhibit 4.2, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer’s Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the Notes, respectively.

The Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.

Genprex, Inc. Announces Closing of $17,500,000 Common Stock Offering At-The-Market and Without Warrants

On February 21, 2020 Genprex, Inc. ("Genprex" or the "Company") (Nasdaq: GNPX), a clinical-stage gene therapy company utilizing a unique, non-viral proprietary platform designed to deliver tumor suppressor genes to cancer cells, reported that it closed its previously announced common stock offering priced at-the-market under Nasdaq rules (Press release, Genprex, FEB 21, 2020, View Source [SID1234554610]). The Company sold an aggregate of 5,000,000 shares of its common stock at a price of $3.50 per share for gross proceeds to the Company of $17.5 million, before deducting commissions and estimated offering expenses. There were no warrants issued in the offering.

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A.G.P./Alliance Global Partners acted as the lead placement agent for the offering, and Joseph Gunnar & Co., LLC acted as co-placement agent for the offering.

The Company intends to use the net proceeds from the offering to advance its drug development programs and for working capital and general corporate purposes.

"The successful closing of this transaction is further evidence that our corporate vision and proprietary technology in the gene therapy cancer treatment market are gaining traction with institutional investors," commented Rodney Varner, Chief Executive Officer at Genprex. "This offering will provide additional resources for further development of our technologies, including the planned clinical trial of our Oncoprex immunogene therapy in combination with osimertinib (marketed as Tagrisso by Astra Zeneca) for which we recently received a U.S. FDA Fast Track Designation, and our planned clinical trial of Oncoprex immunogene therapy combined with pemrolizumab (marketed as Keytruda by Merck & Co), both in non-small cell lung cancer, as well as further development of our pre-clinical gene therapy for Type 1 and Type 2 diabetes which we recently in-licensed from the University of Pittsburgh. We are excited to advance these new drug candidates toward potential availability for treatment of these serious diseases in large patient populations with unmet medical needs."

The securities were offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-233774) previously filed and declared effective by the U.S. Securities and Exchange Commission (the "SEC") on October 28, 2019 and an additional registration statement on Form S-3 (File No. 333-236504) filed pursuant to Rule 462(b) under the Securities Act 1933, as amended, filed with the SEC.

A prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available for free on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from either A.G.P./Alliance Global Partners, 590 Madison Avenue, 36th Floor, New York, New York 10022 or by email at [email protected] or Joseph Gunnar & Co. LLC, 30 Broad Street, 11th Floor, New York, New York 10004 or by email at [email protected].

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities described herein, nor will there be any sale of these securities in any state or other 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.

Aurinia Pharmaceuticals to Present at the 9th Annual SVB Leerink Global Healthcare Conference

On February 21, 2020 Aurinia Pharmaceuticals Inc. (NASDAQ:AUPH / TSX:AUP) (the "Company") reported that Mr. Peter Greenleaf, President and Chief Executive Officer, will present a corporate overview at the 9th Annual SVB Leerink Global Healthcare Conference on Tuesday, February 25, 2019 at 10:00 a.m. ET in New York, NY (Press release, Aurinia Pharmaceuticals, FEB 21, 2020, View Source [SID1234554608]).

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The presentation will be webcast live and accessible via the investor section of the Aurinia website, www.auriniapharma.com. A replay will also be archived on the Company website following the event.

Lilly to Participate in Cowen Health Care Conference

On February 21, 2020 Eli Lilly and Company (NYSE: LLY) reported that it will participate in the Cowen and Company 40th Annual Health Care Conference on Tuesday, March 3, 2020 (Press release, Eli Lilly, FEB 21, 2020, View Source [SID1234554607]). Joshua Smiley, senior vice president and Lilly’s chief financial officer, will participate in a fireside chat at 8:40 a.m., Eastern Time.

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A live audio webcast will be available on the "Webcasts & Presentations" section of Lilly’s Investor website at View Source A replay of the presentation will be available on this same website for approximately 90 days.