On December 20, 2019 Savara Inc. (Nasdaq: SVRA), an orphan lung disease company, reported that it has entered into a definitive agreement for a private placement with institutional investors to purchase an aggregate of 9,569,430 shares of common stock and, in lieu of shares of common stock, pre-funded warrants to purchase an aggregate of 5,780,537 shares of common stock, and accompanying warrants (the "Milestone Warrants") to purchase an aggregate of up to 32,577,209 additional shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof) at a price of $1.745 per share and accompanying Milestone Warrant (or $1.744 per pre-funded warrant and accompanying Milestone Warrant) (Press release, Savara, DEC 20, 2019, View Source [SID1234552559]). The price per pre-funded warrant and accompanying Milestone Warrant represents the price of $1.745 per share and accompanying Milestone Warrant to be sold in the private placement, minus the $0.001 per share exercise price of each such pre-funded warrant. The exercise price of the Milestone Warrants is $1.48 per share, or if exercised for a pre-funded warrant in lieu thereof, $1.479 per pre-funded warrant (representing the Milestone Warrant exercise price of $1.48 per share minus the $0.001 per share exercise price of each such pre-funded warrant). The Milestone Warrants are exercisable at any time prior to the earlier of 30 days following the achievement of a defined clinical milestone or two years after the closing date of the private placement. The gross proceeds from the sales of common stock and pre-funded warrants are expected to be $26.8 million, before deducting placement agent fees and estimated offering expenses payable by Savara. If the Milestone Warrants are exercised in full, Savara would receive additional gross proceeds of $48.2 million, resulting in total transaction gross proceeds of $75.0 million, in each case before deducting placement agent fees and estimated offering expenses payable by Savara. The private placement, led by Bain Capital Life Sciences, with participation by certain existing and new investors, including EcoR1 Capital LLC and Logos Capital, is expected to close on December 24, 2019, subject to customary closing conditions. In connection with the closing, Ricky Sun, Ph.D. of Bain Capital Life Sciences is expected to join the Savara board of directors.

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Net proceeds from the transaction are expected to be used to fund a new clinical trial of Molgradex for the treatment of autoimmune pulmonary alveolar proteinosis (aPAP) and for other general corporate purposes.

Jefferies and Evercore ISI are acting as placement agents to the Company in connection with the private placement.

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission registering the resale of the shares of common stock sold in the private placement and the shares of common stock issuable upon exercise of the pre-funded warrants and Milestone Warrants no later than 120 days after the closing of the private placement. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.