SAN DIEGO and VANCOUVER, British Columbia, Aug. 27, 2019 /PRNewswire/ -- Sophiris Bio Inc.
(Nasdaq: SPHS) (the "Company" or "Sophiris"), a biopharmaceutical
company studying topsalysin (PRX302), a first-in-class,
pore-forming protein, in late-stage clinical trials for the
treatment of patients with urological diseases, today announced
that it has entered into a definitive agreement with a single
healthcare-focused institutional investor for the issuance and sale
of 5,333,334 of its common shares (or pre-funded warrants to
purchase common shares) for an effective price of $0.75 per share, for gross proceeds of
approximately $4.0 million, in a
registered direct offering. The offering is expected to close on or
about August 29, 2019, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
In addition to the securities described above, in a concurrent
private placement, Sophiris will issue to the investor warrants to
purchase up to 5,333,334 common shares, which represent 100% of the
number of common shares issued in the registered direct offering,
with an exercise price $0.95 per
share and a five-year exercise period commencing six (6) months of
the issuance date.
Sophiris currently intends to use the net proceeds from the
offering for working capital and general corporate purposes.
The common shares (or pre-funded warrants to purchase common
shares) (but not the warrants issued in the concurrent private
placement or the common shares underlying such warrants) are being
offered and sold in the registered direct offering by Sophiris
pursuant to a "shelf" registration statement on Form S-3
(Registration No. 333-219887), including a base prospectus,
previously filed with and declared effective by the Securities and
Exchange Commission (SEC) on August 30,
2017. The offering of the common shares (or pre-funded
warrants to purchase common shares) will be made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
and accompanying base prospectus may also be obtained, when
available, 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 common shares underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying common shares 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 a
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 the registration or
qualification under the securities laws of any such state or
jurisdiction.
About Sophiris
Sophiris Bio Inc. is a late-stage clinical biopharmaceutical
company developing topsalysin (PRX302) for the treatment of
patients with urological diseases. Topsalysin has completed two
Phase 2 clinical trials for the focal treatment of localized
prostate cancer and has completed one Phase 3 study of topsalysin
for the treatment of the lower urinary tract symptoms of benign
prostatic hyperplasia (BPH). Topsalysin is a highly potent ablative
agent that is selective and targeted in that it is only activated
by enzymatically active PSA which is found in high concentrations
in the transition zone of the prostate and in and around prostate
tumor cells. For more information, please visit
www.sophirisbio.com.
Forward-Looking Statements
Certain statements included in this press release may be
considered forward-looking, including the registered direct
offering of Sophiris common shares, the consummation of the
offering described above, the size of the offering, the expected
proceeds from the offering, the intended use of proceeds and the
timing of the closing of the offering. Such statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievements to be materially
different from those implied by such statements, and therefore
these statements should not be read as guarantees of future
performance or results. Some of the risks and uncertainties that
could cause actual results, performance or achievements to differ
include without limitation, risks associated with clinical
development, including the uncertainty of the design for any
additional clinical trial of topsalysin in localized prostate
cancer, risks that the Company will be able to fund future clinical
trials or enter into a strategic transaction, risks about the
Company's ability to continue as a going concern, risks that the
Company will be unable to maintain the listing of its common shares
on the Nasdaq Capital Market and other risks and uncertainties
identified by Sophiris in its public securities filings with the
Securities and Exchange Commission. All forward-looking statements
are based on Sophiris' current beliefs as well as assumptions made
by and information currently available to Sophiris and relate to,
among other things, anticipated financial performance, business
prospects, strategies, regulatory developments, clinical trial
results, market acceptance, ability to raise capital and future
commitments. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this press release. Due to risks and uncertainties, including
the risks and uncertainties identified by Sophiris in its public
securities filings; actual events may differ materially from
current expectations. Sophiris disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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SOURCE Sophiris Bio Inc.