GAITHERSBURG, Md., July 29, 2021 /PRNewswire/ -- MaxCyte, Inc.,
(LSE: MXCT, MXCN), a leading provider of cell-engineering platform
technologies, today announced the pricing of its upsized offering
of 13,500,000 shares of common stock at an initial offering price
of US$13.00 per share (the
"Offering").
Highlights
- Anticipated gross proceeds of approximately US$175,500,000 (or US$201,825,000 if the underwriters exercise their
option to purchase additional shares of common stock in full),
before deducting underwriting discounts and commissions and
estimated offering expenses payable by MaxCyte
- MaxCyte intends to use the net proceeds from the Offering for
research and development initiatives, to expand its manufacturing
capabilities and invest in manufacturing automation, to expand its
sales and marketing, business development and field application
scientist teams, and for working capital and general corporate
purposes
- Shares of common stock are expected to commence trading on the
Nasdaq Global Select Market ("Nasdaq") on July 30, 2021 under the symbol "MXCT"
MaxCyte has granted the underwriters a 30-day option to purchase
up to 2,025,000 additional shares of common stock at the initial
offering price per share of common stock less underwriting
discounts and commissions.
The closing of the Offering is expected to occur on August 3, 2021, subject to customary closing
conditions.
MaxCyte's common stock will continue to be admitted to trading
on the AIM market of the London Stock Exchange (the "AIM")
under the symbols "MXCT" and "MXCN." Application is being made for
the shares of common stock to be issued at the closing of the
Offering to be admitted to trading on AIM under the symbol "MXCT"
and it is expected that admission will become effective and
dealings in the shares of common stock will commence at
8:00 a.m. (BST) on August 4, 2021.
Cowen, Stifel and William Blair
are acting as joint book-running managers for the Offering and as
representatives of the underwriters for the Offering. BTIG and
Stephens Inc. are also acting as co-managers of the Offering.
A registration statement, including a prospectus, relating to
these securities has been filed by MaxCyte and was declared
effective by the Securities and Exchange Commission on July 29, 2021. Copies of the registration
statement can be accessed through the SEC's website at www.sec.gov.
The Offering is being made only by means of a prospectus. When
available, copies of the final prospectus relating to and
describing the terms of the Offering may be obtained from the
offices of Cowen and Company, LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, USA, Attn: Prospectus Department, by telephone
at +1 (833) 297-2926 or by email at
PostSaleManualRequests@broadridge.com; Stifel, Nicolaus &
Company, Incorporated, Attention: Prospectus Department,
One Montgomery Street, Suite 3700,
San Francisco, CA 94104,
USA, by telephone at +1 (415)
364-2720 or by email at syndprospectus@stifel.com; or William Blair & Company, L.L.C., Attention:
Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, USA, by telephone at +1 (800) 621-0687 or by
email at prospectus@williamblair.com.
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 or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such
state or jurisdiction.
Related party transaction
Casdin Partners Master Fund, L.P. ("Casdin") has
indicated an interest in purchasing 1,800,000 shares of common
stock at the same price and on the same terms as all other
participants in the Offering. Immediately following issuance,
Casdin would hold a total of 13,971,334 shares of common stock
representing, in aggregate, approximately 14% of MaxCyte's
outstanding shares following closing of the Offering.
The participation by Casdin in the Offering constitutes a
related party transaction for the purposes of the AIM Rules for
Companies. The independent directors for the purposes of the
Offering (being the all of the members of MaxCyte's board of
directors), having consulted with MaxCyte's nominated adviser,
Panmure Gordon, consider that the terms of the related party
transaction are fair and reasonable insofar as MaxCyte's
shareholders are concerned.
Amendments to the Bylaws
In connection with the Offering, MaxCyte has adopted amended and
restated Bylaws (the "Bylaws"), which will take effect
immediately before the closing of the Offering. As before, certain
rights have been incorporated into the Bylaws which the Company
believes stockholders would expect to see in a company whose shares
are admitted to trading on a U.S. listed exchange. A copy of
the Bylaws will be publicly filed and made available to both Nasdaq
and AIM shareholders upon closing of the Offering.
About MaxCyte
MaxCyte is a leading provider of cell-engineering platform
technologies to advance innovative cell-based research, development
and potential commercialization of next-generation cell therapies.
The company's existing customer base ranges from large
biopharmaceutical companies — including 20 of the top 25
pharmaceutical companies based on 2020 global revenue — to hundreds
of biotechnology companies and academic translational centers.
MaxCyte has granted 13 strategic platform licenses to commercial
cell therapy developers that allow for more than 75 clinical
programs. Founded in 1998, MaxCyte is headquartered in Gaithersburg, Maryland, US.
Forward-Looking Statements
Certain statements made in this press release are
forward-looking statements including with respect to the creation
of a trading market for shares of the Company's common stock in
the United States, the
commencement of trading of the shares of common stock on Nasdaq,
the completion and timing of the closing of the Offering and the
expected amount of gross proceeds and use of anticipated net
proceeds from the Offering. These forward-looking statements are
not historical facts but rather are based on the Company's current
expectations, estimates, and projections about its industry; its
beliefs; and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar
expressions are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties, and other
factors, some of which are beyond the Company's control, are
difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements, including if the shares of common stock
are not admitted to trading on AIM or if there are adverse market
or economic conditions. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company
only as of the date of this press release. The forward-looking
statements made in this press release relate only to events as of
the date on which the statements are made. The Company will not
undertake any obligation to release publicly any revisions or
updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of
this announcement except as required by law or by any appropriate
regulatory authority.
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SOURCE MaxCyte, Inc.