On March 27, 2023 Harpoon Therapeutics, Inc. (NASDAQ: HARP) (the "Company"), a clinical-stage immuno-oncology company developing novel T cell engagers, reported that it has closed a private placement of redeemable preferred stock and warrants to purchase common stock to certain institutional and other accredited investors for aggregate gross proceeds to the Company of $25 million, before deducting offering expenses, which does not include any proceeds that may be received upon exercise of the warrants (Press release, Harpoon Therapeutics, MAR 27, 2023, View Source [SID1234629391]).
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The private placement included participation from new and existing investors, including New Leaf, Arix Bioscience, Invus, OrbiMed and K2 HealthVentures.
SVB Securities provided exclusive financial advisory services to the Company.
The Company intends to use the net proceeds to complete its ongoing Phase 1 clinical studies for two TriTAC T cell engagers, including HPN217 (BCMA) being studied in a Phase 1 trial for patients with relapsed and refractory multiple myeloma, and HPN328 (DLL3), a Phase 1 / 2 study for patients with multiple neuroendocrine tumors, including small cell lung cancer and neuroendocrine prostate cancer. The proceeds will also be used for working capital and other general corporate purposes.
"In these challenging markets we are appreciative of the ongoing support from our investors, including those who have been with us for many years and have supported the discovery and development of our novel T cell engagers. This support will provide us sufficient capital, beyond our anticipated 2023 milestones, into the second half of 2024," said Julie Eastland, President and CEO of Harpoon.
Investors purchased an aggregate of (i) 25,000 shares of preferred stock at a price per share of $1,000 and (ii) warrants to purchase 7,485,762 shares of common stock with an exercise price of $0.978885 per share, which represents a 35% premium to the closing price of common stock at the time of the signing of the definitive agreements with respect to the private placement. The preferred stock issued in the private placement is not convertible into common stock and is redeemable at any time at the option of the Company and mandatorily redeemable by the Company upon the occurrence of certain events, including the receipt of proceeds in connection with certain strategic transactions, and on the third anniversary of the closing date, in each case subject to a return multiple.
Additional information regarding the private placement will be included in a Form 8-K to be filed by the Company with the Securities and Exchange Commission, and this press release is subject to the further detail provided in the Form 8-K.
The offer and sale of the foregoing securities were made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.