Aurinia Pharmaceuticals Inc. (TSX-V:AUP) ("Aurinia" or the
"Company") today announced that it has completed, subject to
regulatory approval, a US$52 million private placement (the
"Offering"). Aurinia intends to use the net proceeds from the
Offering to advance the clinical and nonclinical development of its
lead drug candidate, voclosporin, as a therapy for lupus nephritis
and for general corporate purposes.
The financing was led by venBio, New Enterprise Associates
(NEA), Redmile Group, RA Capital Management, Great Point Partners,
and Apple Tree Partners, with participation from various other
institutional investors, including existing shareholders Lumira
Capital, ILJIN Life Science Co. Ltd. and Difference Capital.
"We greatly appreciate the confidence shown by such high-quality
life science investors in leading this financing," commented
Stephen Zaruby, Aurinia's President and Chief Executive Officer.
"This has provided us with the necessary resources to begin
implementing our strategic plan, including the launch of a phase 2B
study of voclosporin in lupus nephritis."
Details of the Offering
Under the terms of the Offering, Aurinia issued 18,919,404 units
(the "Units") at a subscription price per Unit of US$2.7485
(C$3.038), each Unit consisting of one common share and one-quarter
(0.25) of a common share purchase warrant (a "Warrant"),
exercisable for a period of five years from the date of issuance at
an exercise price of US$3.2204 (C$3.56). In addition, in the event
that the Company does not reduce the size of its Board of Directors
to seven directors within 90 days following closing, an additional
0.1 Warrants will be issued for each Unit purchased by a subscriber
for every additional 90 day period delay, up to a maximum of 0.35
Warrants per Unit. This represents a maximum of 6,621,791
additional Warrants. If the Company does not obtain approval to
list its common shares on NASDAQ within 12 months following the
closing, the Company has agreed to issue an additional 0.1 Warrants
for each Unit purchased by a subscriber for every 90 day period
delay, up to a maximum of 0.35 Warrants per Unit. This represents a
maximum of 6,621,791 additional Warrants. All securities issued in
connection with the Offering will be subject to a four month hold
period from the date of issuance in accordance with applicable
securities law, which expires on June 15, 2014 for the securities
issued at closing.
A Canadian dollar translation of U.S. dollar amounts is provided
using the Bank of Canada closing exchange rate on February 10,
2014, the date of the closing price applicable to the price
reservation form filed by Aurinia for the Offering, of
C$1.00:US$0.9046.
Leerink Partners LLC acted as lead placement agent and Cannacord
Genuity Inc. acted as co-placement agent for the Offering. The
placement agents were paid a cash commission of 7.5% on certain
subscriptions.
The common shares in the Offering and the common shares issuable
upon the exercise of the Warrants have not been registered under
the Securities Act of 1933, as amended, or state securities laws
and may not be offered or sold in the United States without being
registered with the Securities and Exchange Commission (the "SEC")
or through an applicable exemption from SEC registration
requirements. The common shares and Warrants were offered only to
accredited investors.
Appointment of Director
In connection with the Offering, the Company is also pleased to
announce the appointment of Kurt von Emster, a founding partner of
venBio, as a member of its Board of Directors, effective
immediately. Prior to joining venBio, Mr. von Emster was Managing
Director at MPM Capital from 2001 until 2009, where he founded and
managed the MPM BioEquities Fund, a cross-over fund investing in
public and private life sciences companies. Mr. von Emster also
spent 11 years at Franklin Templeton, most recently as the founder
and Portfolio Manager of the Morningstar five-star rated Franklin
Biotechnology Discovery Fund. He is a Chartered Financial Analyst,
a member of the Association for Investment Management and Research
and of the Security Analysts of San Francisco. Mr. von Emster
received his B.S. degree from the University of California at Santa
Barbara.
"Mr. von Emster's extensive record of accomplishment as a
portfolio manager, and his experience as a corporate director will
bring a seasoned investor-centered perspective to the Board," said
Mr. Zaruby. "We are excited to welcome Kurt and look forward to his
guidance as we work to bring voclosporin to market as an important
new therapy for lupus nephritis."
About Aurinia
Aurinia is a clinical stage pharmaceutical company focused on
the global nephrology market. Its lead drug, voclosporin, is a
novel calcineurin inhibitor. Many members of Aurinia's current
leadership team are former senior managers of Aspreva
Pharmaceuticals ("Aspreva"), which Galenica acquired for C$915
million in 2008. While at Aspreva, this management team executed
one of the largest and most important lupus nephritis studies ever
conducted, called the Aspreva Lupus Management Study ("ALMS"),
which resulted in the emergence of mycophenolate mofetil as a new
standard treatment for patients suffering from this devastating and
potentially fatal disease. Aurinia holds global rights to all
indications for voclosporin and has development and
commercialization partners in Canada, Israel, South Africa and
Greater China. Aurinia also holds certain rights to exploit the
ALMS database. More information is available at
www.auriniapharma.com.
Forward-looking Statements
This press release contains forward-looking statements. The
forward-looking statements may include, without limitation,
statements regarding the ability of the company to conduct clinical
trials and to obtain the necessary regulatory approvals for its
products, the Company's intention to seek approval to list its
common shares on NASDAQ within 12 months and the Company's
intention to reduce the size of its Board of Directors to seven
within 90 days.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
events or developments to be materially different from any future
results, events or developments expressed or implied by such
forward looking statements. Such risks and uncertainties include,
among others, the ability of the Company to protect its
intellectual property rights, securing and maintaining corporate
alliances and partnerships, the need to raise additional capital
and the effect of capital market conditions and other factors on
capital availability, the potential of its products, the success
and timely completion of clinical studies and trials, the Company's
and its partners' ability to successfully obtain regulatory
approvals and commercialize voclosporin on a timely basis, the
Company's ability to successfully obtain shareholder approval to
change the size of its board of directors, the Company's ability to
obtain the necessary regulatory approvals for listing its common
shares on NASDAQ. These factors should be considered carefully and
readers are cautioned not to place undue reliance on such
forward-looking statements. For additional information on risks and
uncertainties relating to these forward-looking statements,
investors should consult the Company's information circular dated
July 19, 2013, as well as its ongoing quarterly filings, annual
reports and its most recent Annual Information Form and other
filings found on SEDAR at www.sedar.com.
We seek Safe Harbour.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
CONTACT: Company Contacts:
Stephen W. Zaruby
President & CEO
250-708-4293
szaruby@auriniapharma.com
Michael R. Martin
Chief Operating Officer
250-708-4272
mmartin@auriniapharma.com
Dennis Bourgeault
Chief Financial Officer
780-487-1600 (226)
dbourgeault@isotechnika.com
Investor & Media Contact:
Stephen Kilmer
647-872-4849
stephen@kilmerlucas.com
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