Health & Fitness
Health and Fitness
Health and Fitness
Wed, December 17, 2008
Tue, December 16, 2008 BioSante Pharmaceuticals Secures Committed Equity Financing Facility
LINCOLNSHIRE, Ill.--([ BUSINESS WIRE ])--BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) announced today that it has entered into a Committed Equity Financing Facility (CEFF) with Kingsbridge Capital Limited in which Kingsbridge has committed to provide up to $25 million in cash during the next two years, at BioSante's discretion, through the potential purchase of newly-issued shares of BioSante's common stock.
"The new CEFF with Kingsbridge provides us with added financial flexibility and strength as we continue to move forward with our LibiGel® clinical development program, which is currently in Phase III under an SPA for the treatment of Female Sexual Dysfunction, specifically hypoactive sexual desire disorder in menopausal women," said Stephen M. Simes, BioSante's president & CEO. "Our ability to choose if, and when, to access funds under this facility, provides us with the flexibility to operate in this challenging economic and market environment while minimizing the dilution for our stockholders "
Under the terms of the CEFF, BioSante is not obligated to utilize any of the $25 million available under the CEFF and there are no minimum commitments or minimum use penalties. BioSante has access, at its discretion, to the funds through the sale of newly-issued shares of BioSante's common stock. The funds that can be raised under the CEFF over the two-year term will depend on the then-current price for BioSante's stock and the number of shares actually sold, which may not exceed an aggregate of approximately 5.7 million shares.
BioSante may access capital under the CEFF by providing Kingsbridge with common stock at discounts ranging from eight to fourteen percent, depending on the average market price of BioSante's common stock during the applicable pricing period. In connection with the CEFF, BioSante issued a warrant to Kingsbridge to purchase 300,000 shares of common stock at an exercise price of $4.00. No other payments have been made to secure this equity financing facility.
The CEFF does not impose any material restrictions on BioSante's operating or financial activities. During the term of the CEFF, Kingsbridge is prohibited from engaging in any short selling or derivative transactions related to BioSante's common stock.
The securities issuable pursuant to the CEFF and upon exercise of the warrant 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. Pursuant to the CEFF, BioSante has agreed to file a registration statement with respect to the resale of shares issued pursuant to the CEFF and underlying the warrant within 60 days of the date of the agreement. This news 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. Any offering of BioSante's common stock under the registration statement referred to above will be made only by means of a prospectus.
About BioSante Pharmaceuticals, Inc.
BioSante is a specialty pharmaceutical company focused on developing products for female sexual health, menopause, contraception and male hypogonadism. BioSante's lead products include LibiGel® (transdermal testosterone gel) in Phase III clinical development by BioSante under a U.S. Food and Drug Administration (FDA) SPA (Special Protocol Assessment) for the treatment of female sexual dysfunction (FSD), and Elestrin™ (estradiol gel) developed through FDA approval by BioSante, indicated for the treatment of moderate-to-severe vasomotor symptoms associated with menopause, currently marketed in the U.S. by Azur Pharmaceuticals. Also in development are Bio-T-Gel™, a testosterone gel for male hypogonadism, and an oral contraceptive in Phase II/III clinical development using BioSante patented technology. The current market in the U.S. for estrogen and testosterone products is approximately $2.5 billion and for oral contraceptives approximately $3 billion. The company also is developing its calcium phosphate technology (CaP) for novel vaccines, drug delivery and aesthetic medicine (BioLook™). Additional information is available online at: [ www.biosantepharma.com ].
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding BioSante contained in this news release that are not historical in nature, particularly those that utilize terminology such as "will," "potential", "could," "can," "intends," "continue," "plans," "expects" or comparable terminology, are forward-looking statements. Forward-looking statements are based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to BioSante that could cause actual results to differ materially from those expressed in such forward-looking statements include BioSante's eventual need for additional financing to implement its current business plan, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance, the success of clinical testing, and other factors identified and discussed from time to time in BioSante's filings with the Securities and Exchange Commission, including those factors discussed in BioSante's most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, which discussions also are incorporated herein by reference. All forward-looking statements speak only as of the date of this news release. BioSante undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
