On December 19, 2019 Abeona Therapeutics Inc. (Nasdaq: ABEO), a fully-integrated leader in gene and cell therapy, reported that it intends to offer and sell shares of its common stock, and pre-funded warrants in lieu of common stock, in an underwritten public offering pursuant to an existing shelf registration statement (Press release, Abeona Therapeutics, DEC 19, 2019, View Source [SID1234552544]). All of the securities in the offering are to be sold by Abeona. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
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An existing holder of the Company’s common stock, Great Point Partners ("GPP"), has indicated its intention to purchase up to $33 million in the offering, including pre-funded warrants in lieu of common stock, subject to allocation by the underwriter and market and other conditions, including the ability to nominate two directors, including a new Executive Chairman, to Abeona’s Board of Directors. GPP has indicated that it expects such director nominees would be industry professionals not affiliated with such holder. As a result, Steven H. Rouhandeh would step down as Executive Chairman and would retain a seat on the Board, while Mark J. Alvino and Richard Van Duyne would exit the Board. These changes would be effective upon the Board’s qualification and election of GPP’s nominees.
Jefferies LLC is acting as sole book-running manager and underwriter for the offering. Abeona intends to grant the underwriter a 30-day option to purchase additional shares of its common stock in an amount up to 15% of the securities sold in the offering, on the same terms and conditions.
Abeona intends to use the net proceeds of the offering to fund continued clinical development of pipeline products, as well as for working capital and corporate purposes.
The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-224867) that was filed with the Securities and Exchange Commission (the "SEC") on May 11, 2018 and amended on June 1, 2018, and that was declared effective by the SEC on June 7, 2018. The offering will be made only by means of the written prospectus and prospectus supplement that form a part of the registration statement. The preliminary prospectus supplement and the accompanying prospectus that form a part of the registration statement has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, via telephone at (877) 821-7388, or email at: [email protected].
The securities described above have not been qualified under any state blue sky laws. This press release does not constitute an offer to sell or the solicitation of offers to buy any securities of Abeona being offered, and shall not constitute an offer, solicitation or sale of any security in any state or 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 jurisdiction.