Bionomics Limited Announces Private Placement of up to $70.0 Million
Bionomics (Nasdaq: BNOX) has entered into a securities purchase agreement for a private placement potentially worth up to $70 million. The private placement is divided into three tranches, with the first tranche already securing $7.5 million. The second and third tranches are contingent on meeting specific regulatory and clinical milestones, potentially adding another $50 million. Leerink Partners is the exclusive placement agent. The funds will support Bionomics' clinical development pipeline, business activities, and general corporate purposes. The first tranche proceeds and existing cash reserves are expected to fund the company through Q3 2025.
- Potential total gross proceeds of $70 million from the private placement.
- First tranche already secured $7.5 million.
- Funds expected to support operations through Q3 2025.
- Proceeds intended for clinical development, business development, and general corporate purposes.
- Leerink Partners is acting as the exclusive placement agent.
- Second and third tranches are contingent on regulatory and clinical milestones, making them uncertain.
- Potential dilution of shares due to the issuance of ADSs and warrants.
- Dependence on meeting specific milestones to secure additional funding.
- Financial health reliant on successful clinical outcomes and regulatory approvals.
Insights
Bionomics Limited has announced a significant private placement deal worth up to
From a financial perspective, the initial infusion of
Moreover, the structure includes accompanying warrants which need careful consideration. These warrants could lead to future dilution but also indicate long-term confidence from investors in Bionomics' pipeline.
Overall, the announcement reflects a strategic approach to raising capital while aligning with development milestones, which can be promising if the targets are met. However, investors should stay vigilant regarding these milestones and the potential for future dilution.
The private placement involves critical milestones tied to clinical trials, specifically targeting PTSD treatments. This highlights the importance of the company's ongoing trials and the need for successful outcomes. The second and third tranches of funding are directly linked to the progress and results of the BNC210 Phase-3 PTSD study. The dependency on both FDA feedback and interim results from the clinical trials introduces a level of risk. Positive outcomes could significantly boost Bionomics' valuation and investor confidence, while setbacks could hinder funding and impact stock performance.
Investors should understand that the timelines mentioned, such as the December 31, 2024 and December 31, 2025, deadlines, are pivotal. These dates are not just milestones but deadlines by which significant progress must be demonstrated to unlock additional funds. The company's ability to meet these deadlines will be a key determinant of future success and financial stability.
The structure of funding tied to specific clinical milestones also underscores the high stakes of clinical research in biotechnology. Success in these trials could validate the company's approach to CNS disorders, potentially opening further funding opportunities and partnerships.
Bionomics' decision to undertake a private placement is a strategic move to bolster its capital base amid ongoing and future clinical trials. The phased approach allows the company to align funding with its progress, potentially easing investor concerns about immediate dilution. However, the reliance on meeting specific milestones introduces a level of uncertainty. The structure of the deal, including pre-funded and cash exercise warrants, indicates a mix of immediate and long-term funding plans.
From a market perspective, the inclusion of mandatory purchase requirements contingent on achieving milestones could affect the stock's liquidity and trading dynamics. The mandatory exercise clauses may lead to increased trading volume and price volatility as milestones approach. Investors should consider the potential impact on stock price based on the public reception of regulatory and clinical updates.
Furthermore, the registration and resale stipulations mentioned suggest that while the current placement is private, there will be future public market implications. This could lead to increased market scrutiny and potential fluctuations in stock price as additional shares become available for trading.
In conclusion, while the private placement provides needed funds, the terms and conditions underline the importance of clinical and regulatory achievements. These factors will be important in determining the company's market trajectory and investor sentiment.
ADELAIDE, Australia and CAMBRIDGE, Mass., May 31, 2024 (GLOBE NEWSWIRE) -- Bionomics Limited (Nasdaq: BNOX) (“Bionomics” or the “Company”), a clinical-stage biotechnology company developing novel, potential first-in-class, allosteric ion channel modulators to treat patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical need, today announced it has entered into a securities purchase agreement with an institutional accredited investor to purchase American Depository Shares (“ADS”) (or pre-funded warrants in lieu thereof) and accompanying warrants in a three-tranche private placement.
At a combined purchase price of
The second tranche is subject to the achievement of certain regulatory milestones related to the PTSD program, and also contains certain mandatory purchase requirements, of up to an additional
The third tranche is subject to the achievement of certain PTSD clinical trial milestones, and also contains certain mandatory purchase requirements, of up to an additional
Assuming that the first, second and third tranches are consummated and exercised to the maximum extent, total gross proceeds from the private placement to the Company would be approximately
The Company is obligated to register for resale by the investor all of the securities issued in the private placement, including the securities issuable on exercise of the accompanying and pre-funded warrants.
Leerink Partners is acting as the exclusive placement agent in connection with the financing.
The Company intends to use the net proceeds from the private placement to fund the Company’s advancement of its clinical development pipeline, business development activities, research and development, working capital and general corporate purposes. The proceeds from the first tranche of this private placement, combined with current cash, cash equivalents and marketable securities, is expected to fund operating and capital expenditures into the third quarter of 2025.
The securities to be sold in this private placement, including the securities issuable on exercise of the accompanying and pre-funded warrants, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. The Company has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission registering the resale of the securities issued and issuable in the private placement. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
For Further Information Please Contact
| General Rajeev Chandra Company Secretary CoSec@bionomics.com.au | Investor Relations Kevin Gardner kgardner@lifesciadvisors.com | Investor Relations Chris Calabrese ccalabrese@lifesciadvisors.com |
About Bionomics Limited
Bionomics (NASDAQ: BNOX) is a clinical-stage biotechnology company developing novel, potential first-in-class, allosteric ion channel modulators to treat patients suffering from serious central nervous system (“CNS”) disorders with high unmet medical need. Bionomics is advancing its lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor, for the acute treatment of Social Anxiety Disorder (SAD) and chronic treatment of Post-Traumatic Stress Disorder (PTSD). Beyond BNC210, Bionomics has a strategic partnership with Merck & Co., Inc. (known as MSD outside the United States and Canada) with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer’s disease and other central nervous system conditions. Bionomics’ pipeline also includes preclinical assets that target Kv3.1/3.2 and Nav1.7/1.8 ion channels being developed for CNS conditions of high unmet need.
Forward-Looking Statements
Bionomics cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “potential,” “continue” or “project” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to: the closing of each tranche of the Company’s private placement financing, the achievement of certain milestones for the various tranches, the timely funding to the Company by each investor in the private placement, the timing, size and expectation of the closing of the private placement; and expectations regarding market conditions, the satisfaction of customary closing conditions related to the private placement and the anticipated use of proceeds therefrom; and the Company’s expectation that its current cash, cash equivalents, and marketable securities will fund our operations into the third quarter of 2025. The inclusion of forward-looking statements should not be regarded as a representation by Bionomics that any of its plans will be achieved. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business and other risks described in the Company’s filings with the Securities and Exchange Commission (SEC), including, but not limited to, the Company’s Annual Report on Form 20-F filed with the SEC, and its other reports. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Bionomics undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. Further information regarding these and other risks, uncertainties and other factors is included in Bionomics’ filings with the SEC, copies of which are available from the SEC’s website (www.sec.gov) and on Bionomics’ website (www.bionomics.com.au) under the heading “Investor Center.” All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995. Bionomics expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this press release.
FAQ
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