Pain Therapeutics Announces $11.3 Million Registered Direct Offering Priced At-the-Market
August 16 2018 - 7:00AM
Pain Therapeutics, Inc. (Nasdaq: PTIE), a biopharmaceutical
company, today announced that it has entered into definitive
agreements with several institutional investors for the purchase of
8,860,778 shares of its common stock, at a purchase price per share
of $1.15, for gross proceeds of approximately $10.19
million, in a registered direct offering priced at-the-market.
Additionally, Pain Therapeutics has also agreed to issue to the
investors unregistered warrants to purchase up to 8,860,778 shares
of common stock, at a purchase price per warrant of $0.125, for
gross proceeds of approximately $1.11 million. The closing of the
offering is expected to occur on or about August 17, 2018,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The warrants have an exercise price of $1.25 per
share of common stock, will be exercisable immediately and will
expire two and one-half years from the issuance date.
Pain Therapeutics intends to use the net
proceeds from this offering for drug development and general
corporate purposes and for other working capital and general
corporate purposes.
The shares of common stock (but not the warrants
or the shares of common stock underlying the warrants) are being
offered by Pain Therapeutics pursuant to a "shelf" registration
statement on Form S-3 that was originally filed on April 14, 2017
and declared effective by the Securities and Exchange Commission
("SEC") on July 31, 2017 and the base prospectus contained therein
(File No. 333-217319). The offering of the shares of common stock
will be made only by means of a prospectus supplement that forms a
part of the registration statement.
A final prospectus supplement and accompanying
base prospectus relating to the shares of common stock being
offered will be filed with the SEC. Copies of the final prospectus
supplement and accompanying base prospectus may be obtained, when
available, on the SEC's website at http://www.sec.gov or
by contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by phone at
646-975-6996 or e-mail at placements@hcwco.com.
The warrants described above 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, along with the shares of common stock underlying
the warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and underlying
shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer
to sell, or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state
or jurisdiction.
About Pain
Therapeutics, Inc.Pain Therapeutics, Inc. is a
clinical-stage biopharmaceutical company that develops novel
drugs. The FDA has not yet established the safety or efficacy
of any of our drug candidates. For more information, please
visit www.paintrials.com.
Note Regarding Forward-Looking
Statements: This press release contains forward-looking
statements for purposes of the Private Securities Litigation Reform
Act of 1995 (the "Act"). Pain Therapeutics disclaims any
intent or obligation to update these forward-looking statements,
and claims the protection of the Safe Harbor for forward-looking
statements contained in the Act. Examples of such statements
include, but are not limited to, statements regarding the
completion, size and use of proceeds of the registered direct
offering that involve risks and uncertainties, including, without
limitation, risks and uncertainties related to market conditions
and the satisfaction of closing conditions. Such statements
are based on management's current expectations, but actual results
may differ materially due to various factors. Such statements
involve risks and uncertainties, including, but not limited to,
those risks and uncertainties relating to our financial and
operational ability to carry out drug development activities.
For further information regarding these and other risks related to
our business, investors should consult our filings with the U.S.
Securities and Exchange Commission.
For More Information
Contact:Ruth ArayaPain Therapeutics,
Inc.IR@paintrials.com(512) 501-2485
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