Micromet Expands Committed Equity Financing Facility to $75 Million
December 02 2008 - 6:00AM
PR Newswire (US)
BETHESDA, Md., Dec. 2 /PRNewswire-FirstCall/ -- Micromet, Inc.
(NASDAQ: MITI), a biopharmaceutical company developing novel,
proprietary antibodies for the treatment of cancer, inflammation
and autoimmune diseases, today announced that it has entered into
an agreement expanding its Committed Equity Financing Facility
(CEFF) with Kingsbridge Capital Limited, a private investment
group. Under the terms of the agreement, Kingsbridge has committed
to provide up to $75 million of capital during the next three years
through the purchase of newly-issued shares of Micromet's common
stock. Micromet has no obligation to access the facility and will
have full control over the amount and the timing of any financing
under the facility, subject to certain conditions outlined below.
This agreement replaces the Company's 2006 CEFF agreement under
which Kingsbridge had committed up to $25 million of capital. The
Company did not raise capital under the 2006 CEFF. "We believe that
the closing of our recent $40 million PIPE financing puts us in a
strong financial position. The expanded CEFF provides Micromet with
additional financial strength and flexibility, which has never been
more important than in the current financial environment," stated
Dr. Christian Itin, President and CEO of Micromet. Key provisions
of the CEFF are as follows: -- After the Securities and Exchange
Commission (SEC) declares effective the registration statement to
be filed by Micromet covering the resale of the shares of common
stock issuable in connection with the new CEFF, Micromet can access
up to $75 million from Kingsbridge through December 1, 2011, in
exchange for newly-issued shares of Micromet's common stock,
subject to the terms of the CEFF. The maximum amount of the new
CEFF will be reduced by any amounts drawn down on the August 2006
CEFF prior to the date on which the SEC declares the registration
statement effective. To date, Micromet, has not drawn down any
amounts under the August 2006 CEFF. -- The maximum number of shares
that Micromet can sell to Kingsbridge under the new CEFF is
10,104,919 (exclusive of shares issuable to Kingsbridge upon
exercise of a warrant issued to Kingsbridge and described below),
and will be reduced by any shares issued under the August 2006 CEFF
prior to the date on which the SEC declares the registration
statement for the new CEFF effective. -- Micromet may access
capital under the new CEFF in tranches of up to the greater of (a)
a percentage of Micromet's market capitalization as determined at
the time of the draw down of such tranche (which percentage ranges
from 1.0% to 1.5% depending upon the Company's market
capitalization at the time of the draw down) or (b) four times the
average trading volume of the Company's common stock for a
specified period prior to the draw down notice, multiplied by the
closing price of the common stock on the trading day prior to the
draw down notice, in each case subject to certain conditions,
provided that the maximum amount of any tranche is limited to $10
million. Each tranche will be issued and priced over an eight-day
pricing period. Kingsbridge will purchase shares of common stock
pursuant to the new CEFF at discounts ranging from 6% to 14%
depending on the average market price of the common stock during
the eight-day pricing period, provided that if the average market
price on any day during the pricing period is less than the greater
of $2.00 or 85% of the closing price of the day preceding the first
day of the pricing period, then such day would not be used in
determining the number of shares that would be issued in the draw
down and the aggregate amount of such draw down would be decreased
by one-eighth. -- Throughout the term of the agreement, Kingsbridge
is restricted from engaging in any shorting transaction of
Micromet's common stock. -- Micromet is not obligated to utilize
any of the $75 million available under the CEFF and there are no
minimum commitments or minimum use penalties. The CEFF agreement
does not contain any restrictions on Micromet's operating
activities, automatic pricing resets or minimum market volume
restrictions. -- The agreement does not prohibit Micromet from
conducting additional debt or equity financings, other than
financings similar to the CEFF. -- In connection with the new CEFF,
Micromet issued a warrant to Kingsbridge to purchase up to 135,000
shares of common stock at an exercise price of $4.44 per share,
which represents a 10% premium over the average of the closing
prices of Micromet's common stock during the five trading days
immediately preceding the signing of the agreement. The warrant
will become exercisable on June 1, 2009. The warrant will remain
exercisable, subject to certain exceptions, until June 1, 2014. In
connection with the August 2006 CEFF, the Company issued to
Kingsbridge a warrant to purchase up to 285,000 shares of common
stock at an exercise price of $3.2145 per share, which warrant is
not affected by the new CEFF. The securities issuable in connection
with the new CEFF and upon the exercise of the warrants issued to
Kingsbridge have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration under the Securities Act of 1933 and applicable state
securities laws or available exemptions from registration
requirements. Micromet has agreed to file a registration statement
for the resale of the shares of common stock issuable in connection
with the new CEFF and the shares of common stock underlying the
warrants before January 30, 2009. 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 state which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state. About Micromet, Inc. Micromet,
Inc. (http://www.micromet-inc.com/) is a biopharmaceutical company
with offices in Bethesda, Maryland and Munich, Germany. The Company
is developing novel, proprietary antibodies for the treatment of
cancer, inflammation and autoimmune diseases. The Company uses its
proprietary BiTE(R) antibody platform to create a new class of
antibodies that specifically activate T cells from the patient's
own immune system to eliminate cancer cells or other
disease-related cells. Four of the Company's antibodies are
currently in clinical trials, with the remainder of its product
pipeline in preclinical development. The Company's lead program is
a BiTE antibody known as blinatumomab, or MT103. It is in a phase 2
clinical trial for the treatment of patients with acute
lymphoblastic leukemia and a phase 1 clinical trial for the
treatment of patients with non-Hodgkin's lymphoma. Micromet is
developing blinatumomab in collaboration with MedImmune, a
subsidiary of AstraZeneca plc. Micromet's second BiTE antibody in
clinical development is MT110, which targets the epithelial cell
adhesion molecule (EpCAM). The Company owns all rights to MT 110,
which is currently in a phase 1 clinical trial for the treatment of
patients with solid tumors. The Company's third clinical stage
antibody is adecatumumab, also known as MT201, a conventional human
monoclonal antibody that targets EpCAM-expressing solid tumors.
Micromet is developing adecatumumab in collaboration with Merck
Serono in a phase 1b clinical trial evaluating adecatumumab in
combination with docetaxel for the treatment of patients with
metastatic breast cancer. Micromet has licensed a fourth clinical
stage antibody, MT293, to TRACON Pharmaceuticals, Inc. MT293 is
being developed in a phase 1 clinical trial for the treatment of
patients with cancer. The Company's preclinical programs include
MT203, which is being developed in collaboration with Nycomed.
MT203 is a traditional human antibody neutralizing the activity of
granulocyte/macrophage colony stimulating factor (GM-CSF), which
has potential applications in the treatment of inflammatory and
autoimmune diseases, such as rheumatoid arthritis, psoriasis, or
multiple sclerosis. Additional BiTE antibodies, targeting CEA,
CD33, Her2, EGFR and MCSP, respectively, are in different stages of
preclinical development. Forward-Looking Statements This release
contains certain forward-looking statements that involve risks and
uncertainties that could cause actual results to be materially
different from historical results or from any future results
expressed or implied by such forward-looking statements. These
forward-looking statements include statements regarding the
issuance of shares of Micromet's common stock under the new CEFF
and the registration for resale of the shares to be issued under
the CEFF. Factors that may cause actual results to differ
materially from any future results expressed or implied by any
forward-looking statements include the risk that decreases in the
price of the Company's common stock could prohibit the Company from
being able to access the new CEFF and the ability of Kingsbridge to
terminate the CEFF in the event that the Company does not draw down
specified amounts under the new CEFF. These factors and others are
more fully discussed in Micromet's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2008, filed with the SEC
on November 6, 2008, as well as other filings by Micromet with the
SEC. Any forward-looking statements are made pursuant to Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and, as such,
speak only as of the date made. Micromet undertakes no obligation
to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. DATASOURCE:
Micromet, Inc. CONTACT: US Media: Andrea tenBroek or Chris Stamm,
+1-781-684-0770, , both for Micromet; European Media: Ludger Wess,
+49-40-8816-5964, , for Micromet; US Investors: Susan Noonan,
+1-212-966-3650, , for Micromet; European Investors: Ines-Regina
Buth, +49-30-2363-2768, , for Micromet
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