On July 24, 2020 Alpine Immune Sciences, Inc. (NASDAQ:ALPN), a leading clinical-stage immunotherapy company focused on developing innovative treatments for cancer and autoimmune/inflammatory diseases, reported it has entered into a definitive securities purchase agreement for the sale of common units and prefunded warrant units, as described below, in a private placement with certain institutional and other accredited investors for gross proceeds to Alpine of approximately $60 million, before deducting placement agent commissions and other offering expenses (Press release, Alpine Immune Sciences, JUL 24, 2020, View Source [SID1234562320]). The private placement is being led by Omega Funds with participation from Avidity Partners, EcoR1 Capital, LLC, Invus Public Equities, L.P., and Samsara BioCapital, among others.
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"The team at Alpine is passionate about solving complex problems in immuno-oncology and autoimmune disease to create innovative and meaningful therapies for patients," said Mitchell H. Gold, M.D., Executive Chairman and Chief Executive Officer of Alpine Immune Sciences. "Following the announcement of our transformative collaboration with AbbVie, we are entering into a dynamic phase of growth, with two clinical-stage programs in ALPN-101 and ALPN-202, and a third program, ALPN-303, poised to enter the clinic next year. We believe this is just the beginning, and with the support of a distinguished syndicate of new investors, we expect our cash on hand, potential pre-option exercise milestones under our collaboration with AbbVie, and the cash from this private placement to fund our planned operations through 2024."
"The whole Omega Funds’ team is delighted to partner with Mitch and the Alpine team on this transaction," said Otello Stampacchia, Ph.D., Founder and Managing Director of Omega Funds. "The transformative potential of Alpine’s innovative pipeline is impressive. Following the close of this financing, Alpine is well-positioned to advance the development of multiple therapies focused on dramatically improving the standard of care for those living with autoimmune disease and cancer."
Pursuant to the terms of the securities purchase agreement, at the closing of the private placement, Alpine will issue common units representing an aggregate of approximately 5.1 million shares of common stock and warrants to purchase an aggregate of approximately 1.5 million shares of common stock and prefunded warrant units representing prefunded warrants to purchase an aggregate of approximately 0.8 million shares of common stock and warrants to purchase an aggregate of approximately 0.2 million shares of common stock. Each common unit consists of one share of common stock plus a warrant to purchase 0.3 shares of common stock, and each prefunded warrant unit consists of one prefunded warrant to purchase one share of common stock plus a warrant to purchase 0.3 shares of common stock. Both common units and prefunded warrant units will be sold at a price per unit of $10.1175. The warrants will have a per share exercise price of $12.74 and will be exercisable at any time on or after the closing date and will have a 3.5-year term. The prefunded warrants will have a per share exercise price of $0.001 and will be exercisable at any time on or after the closing date. The price of the common units and prefunded warrant units was based in part on the closing price of $10.08 per share of common stock on the Nasdaq Global Market on July 23, 2020.
The private placement is expected to close on or about July 28, 2020, subject to the satisfaction of customary closing conditions. Additional details regarding the private placement will be included in a Form 8-K to be filed by Alpine with the Securities and Exchange Commission ("SEC").
Alpine intends to use the net proceeds to fund the development of its preclinical and clinical pipeline, including ALPN‑101, in systemic lupus erythematosus, ALPN-202, in patients with advanced malignancies, ALPN-303 in B cell-mediated inflammatory diseases, and for general corporate purposes.
Cowen and Company, LLC acted as lead placement agent and Oppenheimer & Co. Inc. acted as a placement agent in the transaction.
The securities being sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. Alpine has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable in connection with the private placement and upon exercise of the warrants.
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 sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.