Genocea Biosciences, Inc. Announces Pricing of $55 Million Concurrent Public Offerings
January 17 2018 - 7:40AM
New Enterprise Associates (“NEA”) and Vivo
Capital significant investors in financing
Genocea Biosciences, Inc. (NASDAQ:GNCA), a biopharmaceutical
company that discovers and develops novel cancer vaccines,
announced today the pricing of concurrent underwritten public
offerings of (i) 53,365,000 shares of its common stock and
accompanying Class A warrants to purchase up to 26,682,500 shares
of its common stock, at a combined price to the public of $1.00 per
share and accompanying Class A warrant to purchase 0.5 shares of
common stock, for expected gross proceeds of approximately $53.4
million (the “Common Stock Offering”) and (ii) 1,635 shares of its
Series A convertible preferred stock, which are convertible into
1,635,000 shares of its common stock, and accompanying Class A
warrants to purchase up to 817,500 shares of its common stock, for
expected aggregate gross proceeds of approximately $1.6 million
(the “Preferred Stock Offering”). Each Class A warrant will have an
exercise price of $1.20 per share and will expire five years from
the date of issuance. The Class A warrants sold in each of the
offerings will have the same terms.
In connection with the Common Stock Offering, Genocea has
granted the underwriters a 30-day option to purchase up to an
additional 8,004,750 shares of common stock and additional Class A
warrants to purchase up to 4,002,375 shares of common stock. All of
the shares of common stock, Series A convertible preferred stock
and Class A warrants are to be sold by Genocea. The concurrent
offerings are expected to close on or about January 19, 2018,
subject to satisfaction of customary closing conditions. The
closing of either offering is not dependent upon the closing of the
other offering.
NEA intends to participate in the Common Stock Offering and Vivo
Capital intends to participate in both the Common Stock Offering
and the Preferred Stock Offering. Genocea intends to elect one
representative from NEA to serve as a member of its board of
directors. Genocea will not be undertaking any ongoing
obligation to continue to nominate NEA’s representative on
Genocea’s board of directors.
Cantor Fitzgerald & Co. is acting as the
sole book-running manager for the concurrent offerings. Needham
& Company, LLC and Robert W. Baird & Co. Incorporated are
acting as the lead managers for the concurrent offerings. H.C.
Wainwright & Co., LLC. is acting as co-manager for the
concurrent offerings.
The securities described above are being offered
by Genocea pursuant to a shelf registration statement on Form S-3
previously filed with, and declared effective by, the Securities
and Exchange Commission (the “SEC”) on May 14, 2015. A preliminary
prospectus supplement related to each offering was filed with the
SEC on January 16, 2018 and a final prospectus supplement related
to each offering will be filed with the SEC, all of which will be
available on the SEC’s website at http://www.sec.gov. Copies of the
final prospectus supplements (when available) and the accompanying
prospectuses relating to the securities being offered may also be
obtained from Cantor Fitzgerald & Co., Attention: Capital
Markets, 499 Park Ave., 6th Floor, New York, New York 10022, or by
telephone at 212-829-7122, or by e-mail at
prospectus@cantor.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy and there shall not be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction. Any offer, if at all, will be made only by
means of the prospectus supplements and accompanying prospectuses
forming a part of the effective registration statement.
About Genocea Biosciences,
Inc.Genocea is harnessing the power of T cell
immunity to develop life-changing vaccines and immunotherapies.
While traditional immunotherapy discovery methods have largely used
predictive methods to propose T cell targets, or antigens, Genocea
has successfully developed ATLAS™, its proprietary technology
platform, to identify clinically relevant antigens of T cells based
on actual human immune responses. Genocea uses ATLAS in
immuno-oncology applications to develop neoantigen cancer vaccines
while also exploring partnership opportunities for general cancer
vaccines and a vaccine targeting cancers caused by Epstein-Barr
Virus. Genocea expects to begin clinical development of its first
neoantigen cancer vaccine, GEN-009, in 2018. Genocea is exploring
strategic alternatives for GEN-003, its Phase 3-ready immunotherapy
candidate for the treatment of genital herpes.
Forward-Looking Statements This press release
includes forward-looking statements, including statements relating
to the closing of the offerings and the use of the net proceeds
therefrom, within the meaning of the Private Securities Litigation
Reform Act. Such forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied in such statements.
Genocea cautions that these forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Applicable risks and uncertainties include those identified
under the heading "Risk Factors" included in Genocea’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017 and
any subsequent SEC filings, including the registration statement
and final prospectus supplement related to the offerings. These
forward-looking statements speak only as of the date of this press
release and Genocea assumes no duty to update forward-looking
statements, except as may be required by law.
For media: Jennifer LaVinGenocea Biosciences,
Inc. O: 207-360-0473Jennifer.lavin@genocea.com
For investors: Jonathan PooleGenocea
Biosciences, Inc.O:
617-715-7795jonathan.poole@genocea.com
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