On June 21, 2023 IGM Biosciences, Inc. (NASDAQ: IGMS) reported that it intends to offer and sell an aggregate of $100.0 million of shares of its common stock and, in lieu of common stock to certain investors that so choose, non-voting common stock, in an underwritten public offering and concurrent private placement (Press release, IGM Biosciences, JUN 21, 2023, View Source [SID1234632847]). In addition, IGM intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares offered in the public offering at the public offering price, less underwriting discounts and commissions. All of the securities offered in the proposed public offering will be sold by IGM.
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Concurrent with the proposed public offering, IGM intends to sell, subject to the consummation of the proposed public offering and other customary conditions, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), shares of non-voting common stock to certain institutional and other accredited investors affiliated with or managed by Redmile Group, LLC at a sale price equal to the price to the public in the public offering. However, the consummation of the public offering is not contingent on the consummation of this concurrent private placement.
The proposed public offering and concurrent private placement are subject to market and other conditions, and there can be no assurance as to whether or when the proposed public offering and concurrent private placement may be completed, or as to the actual size or terms of the proposed public offering and concurrent private placement.
BofA Securities, Jefferies, Stifel, and Guggenheim Securities are acting as joint book-running managers for the proposed public offering.
The securities are being offered by IGM in the proposed public offering pursuant to a Registration Statement on Form S-3, filed with the Securities and Exchange Commission (SEC) on November 3, 2022 and declared effective on November 14, 2022. IGM will file a preliminary prospectus supplement and accompanying prospectus relating to the proposed public offering with the SEC, copies of which can be accessed for free through the SEC’s website at www.sec.gov. The final terms of the proposed public offering will be disclosed in a final prospectus supplement to be filed with the SEC. When available, copies of the preliminary prospectus supplement, the final prospectus supplement and the accompanying prospectuses relating to the proposed public offering may also be obtained from: BofA Securities, Attention: Prospectus Department, NC1-0220-02-24, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, or via email: [email protected]; Jefferies LLC, Attention: Equity Syndicate Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected]; Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, CA 94104, Attn: Syndicate, or by phone at (415) 364-2720, or by email at [email protected]; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, by telephone at (212) 518-9544, or by email at [email protected].
The shares of non-voting common stock to be sold in the concurrent private placement have not been registered under the Securities Act or under any state securities laws and, unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, 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 before registration or qualification under the securities laws of that state or jurisdiction.