Initial purchase of 800,000 shares of common stock for $1.25 per share
WALTHAM, Mass.--(BUSINESS WIRE)--
Pharma Inc. (NASDAQ:CERU), a clinical-stage company developing
nanoparticle-drug conjugates (NDCs), today announced that it has entered
into a $20 million common stock purchase agreement (Purchase Agreement)
and a registration rights agreement (Registration Rights Agreement) with
Aspire Capital Fund, LLC (Aspire), a Chicago-based institutional
investor. These agreements constitute a firm commitment at-the-market
equity facility. Immediately following the execution of the Purchase
Agreement, Aspire purchased 800,000 shares of common stock for $1.25 per
Cerulean has the right to sell up to the remaining $19.0 million of its
common stock to Aspire over a 24-month period, at prices based on a
formula linked to current market prices at the time of each sale. Aspire
has the obligation to purchase common stock from Cerulean in amounts and
timing determined by Cerulean in its sole discretion, subject to certain
limits. The Purchase Agreement does not contain any restrictions on the
use of any of the proceeds, financial or business covenants,
restrictions on future financings, rights of first refusal,
participation rights, penalties or liquidated damages. In connection
with entering into the Purchase Agreement, Cerulean issued 700,000
commitment shares to Aspire. There are no warrants associated with this
transaction. The Purchase Agreement may be terminated by Cerulean at any
time, at its discretion, without any cost.
"This agreement with Aspire provides us access to capital to support our
ongoing clinical efforts," said Christopher D.T. Guiffre, President &
CEO of Cerulean. "Our relationship with Aspire allows us to strengthen
our balance sheet over time without banking commissions or warrants.
Controlling the timing and amount of common stock being sold is key, as
we can use this facility to opportunistically strengthen our balance
sheet without unnecessary dilution as we advance our CRLX101 and CRLX301
programs. Aspire has been a longtime shareholder, and we appreciate
their continued support."
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities 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 other
A more complete and detailed description of the Purchase Agreement and
Registration Rights Agreement is set forth in Cerulean's Current Report
on Form 8-K filed October 18, 2016 with the SEC.
About Cerulean Pharma
The Cerulean team is committed to improving treatment for people living
with cancer. We apply our Dynamic Tumor Targeting™ Platform to create a
portfolio of NDCs designed to selectively attack tumor cells, reduce
toxicity by sparing the body's normal cells, and enable therapeutic
combinations. Our first platform-generated NDC clinical candidate,
CRLX101, is in multiple clinical trials in combination with other cancer
treatments, all of which aim to unlock the power of combination therapy.
Our second platform-generated NDC clinical candidate, CRLX301, is in a
Phase 1/2a clinical trial. For more information, please visit http://www.ceruleanrx.com/.
About Aspire Capital Fund, LLC
Aspire Capital is an institutional investor based in Chicago, Illinois,
with a fundamental investment approach. Aspire Capital invests in a wide
range of companies and industries emphasizing life sciences, energy and
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Cerulean Pharma Inc.
Nicole P. Jones, 781-209-6385
Investor Relations and Corporate Communications
David Pitts, 212-600-1902
Source: Cerulean Pharma Inc.
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