Day One Announces Oversubscribed $175.0 Million Private Placement

Rhea-AI Summary

Day One Biopharmaceuticals (Nasdaq: DAWN) has secured an oversubscribed $175.0 million private placement of its securities. The placement includes 10,551,718 shares of common stock at $14.50 per share and 1,517,241 pre-funded warrants at $14.4999 each. Notable investors include Fairmount, Braidwell LP, Deerfield Management, and Wellington Management. The company plans to use the proceeds to fund commercial capabilities, research and development, potential acquisitions, and working capital. The private placement is expected to close on August 1, 2024, subject to customary conditions. J.P. Morgan, TD Cowen, Goldman Sachs & Co. , and Piper Sandler are acting as joint placement agents.

Positive

• Secured $175.0 million in oversubscribed private placement
• Participation from both new and existing high-profile investors
• Funds to be used for commercial capabilities, R&D, and potential strategic acquisitions

Negative

• Potential dilution of existing shareholders due to new share issuance

Financial Analyst

Day One Biopharmaceuticals' successful $175 million private placement is a significant financial milestone that strengthens the company's position in the competitive biotech landscape. The oversubscribed nature of the placement indicates strong investor confidence in Day One's potential. With shares priced at $14.50, a 20.8% premium to the previous day's closing price, the deal structure is favorable for the company.

The participation of both new and existing investors, including renowned firms like Deerfield Management and Wellington Management, adds credibility to Day One's business model and growth prospects. The inclusion of pre-funded warrants provides additional flexibility for certain investors while ensuring immediate capital infusion for the company.

The intended use of proceeds for commercial capabilities, R&D and potential acquisitions suggests a balanced approach to growth. This capital raise significantly bolsters Day One's financial position, potentially extending their cash runway and reducing the need for dilutive financing in the near term. However, investors should monitor the company's burn rate and progress in commercialization efforts to assess the long-term impact of this capital injection.

Market Research Analyst

The successful private placement by Day One Biopharmaceuticals reflects a broader trend in the biotech sector, where investors are showing renewed interest in companies with promising pipelines and commercial potential. The oversubscription of the placement, especially in the current market conditions, is a strong indicator of investor appetite for innovative biotech firms.

The diverse investor base, including specialized healthcare funds and large investment management firms, suggests a broad market recognition of Day One's potential. This could potentially lead to increased institutional ownership and improved liquidity for the stock in the future.

The pricing of the shares at $14.50 represents a significant premium to the market price, which could be seen as a vote of confidence in the company's near-term prospects. However, it's important to note that this private placement will result in dilution for existing shareholders, with the share count increasing by approximately 14.7% (excluding the impact of pre-funded warrants).

The timing of this capital raise, just before the company's Q2 earnings report, could indicate management's confidence in upcoming results or pipeline developments. Investors should closely monitor the company's upcoming announcements and financial reports to gauge the full impact of this capital infusion on Day One's growth trajectory and market position.

Legal Expert

The private placement structure chosen by Day One Biopharmaceuticals is a common approach for biotech companies seeking to raise capital quickly while avoiding the lengthy process and regulatory scrutiny associated with a public offering. By relying on Section 4(a)(2) of the Securities Act, the company can efficiently raise funds from accredited investors without immediate SEC registration.

The inclusion of pre-funded warrants alongside common stock is a strategic move that provides flexibility for investors who may be subject to ownership limitations or prefer certain tax treatments. These warrants, with their nominal exercise price of $0.0001, effectively function as common stock while potentially offering tax advantages to certain investors.

Day One's commitment to file a registration statement within 30 days of closing is a standard practice that ensures future liquidity for the private placement investors. This also signals the company's intention to maintain transparency and comply with SEC regulations.

From a governance perspective, the participation of existing investors alongside new ones in this placement could be seen as a positive sign of ongoing support from current stakeholders. However, investors should be aware that such private placements can potentially lead to changes in voting power and control dynamics within the company.

The use of multiple placement agents (J.P. Morgan, TD Cowen, Goldman Sachs & Co. and Piper Sandler) suggests a comprehensive approach to investor outreach and could indicate a competitive process in securing favorable terms for the company.

BRISBANE, Calif., July 30, 2024 (GLOBE NEWSWIRE) -- Day One Biopharmaceuticals, Inc. (Nasdaq: DAWN) (“Day One” or the “Company”), a commercial-stage biopharmaceutical company dedicated to developing and commercializing targeted therapies for people of all ages with life-threatening diseases, today announced it has entered into a securities purchase agreement for an oversubscribed private placement of its securities for gross proceeds of approximately $175.0 million, before deducting placement agent fees and other expenses.

The private placement includes participation from both new and existing investors including Fairmount, Braidwell LP, Deerfield Management, Wellington Management, Frazier Life Sciences and Access Biotechnology, as well as large investment management firms and several healthcare dedicated funds.

The private placement will be for 10,551,718 shares of common stock at a price of $14.50 per share. In lieu of shares of common stock, certain investors purchased 1,517,241 pre-funded warrants at a purchase price of $14.4999 per pre-funded warrant, which equals the purchase price per share of common stock, less the $0.0001 per share exercise price of each pre-funded warrant. The pre-funded warrants are exercisable at any time after their original issuance and will not expire.

The private placement is expected to close on August 1, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the proceeds from the private placement, together with its existing cash, cash equivalents and short-term investments, to fund investment in its commercial capabilities, continued research and development activities, potential strategic acquisitions or licensing of complementary businesses or technologies, working capital and other general corporate purposes.

J.P. Morgan, TD Cowen, Goldman Sachs & Co. LLC and Piper Sandler are acting as joint placement agents for the private placement.

The securities being issued and sold in this private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and are being issued and sold in reliance on Section 4(a)(2) of the Securities Act. The securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Day One has agreed to file a registration statement to register the resale of the securities within 30 days of the closing of the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, 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 the registration or qualification under the securities laws of any such state or jurisdiction.

About Day One Biopharmaceuticals
Day One Biopharmaceuticals believes when it comes to pediatric cancer, we can do better. The Company was founded to address a critical unmet need: the dire lack of therapeutic development in pediatric cancer. Inspired by “The Day One Talk” that physicians have with patients and their families about an initial cancer diagnosis and treatment plan, Day One aims to re-envision cancer drug development and redefine what’s possible for all people living with cancer—regardless of age—starting from Day One.

Day One partners with leading clinical oncologists, families, and scientists to identify, acquire, and develop important targeted cancer treatments. The Company’s pipeline includes tovorafenib (OJEMDA™), DAY301 and a VRK1 inhibitor program.

Day One is based in Brisbane, California.

Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: statements regarding the closing of the private placement, registration of the shares of common stock being issued and sold in the private placement, Day One’s use of the proceeds from the private placement, Day One’s plans to develop cancer therapies, including DAY301, expectations regarding planned and current clinical trials and the ability of tovorafenib to treat pLGG or related indications.

Statements including words such as “believe,” “plan,” “continue,” “expect,” “will,” “develop,” “signal,” “potential,” or “ongoing” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that may cause Day One’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties in this press release and other risks set forth in our filings with the Securities and Exchange Commission, including Day One’s ability to develop, obtain regulatory approval for or commercialize any product candidate, Day One’s ability to protect intellectual property, the potential impact of global business or macroeconomic conditions, including as a result of inflation, rising interest rates, instability in the global banking system, geopolitical conflicts and the sufficiency of Day One’s cash, cash equivalents and investments to fund its operations. These forward-looking statements speak only as of the date hereof and Day One specifically disclaims any obligation to update these forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise, except as required by law.

DAY ONE MEDIA
Laura Cooper, Head of Communications
media@dayonebio.com

DAY ONE INVESTORS
LifeSci Advisors, PJ Kelleher
pkelleher@lifesciadvisors.com

FAQ

What is the size of Day One Biopharmaceuticals' (DAWN) recent private placement?

Day One Biopharmaceuticals (DAWN) secured an oversubscribed private placement of approximately $175.0 million.

At what price were DAWN shares sold in the private placement?

Shares of Day One Biopharmaceuticals (DAWN) were sold at $14.50 per share in the private placement.

When is the expected closing date for DAWN's private placement?

The private placement for Day One Biopharmaceuticals (DAWN) is expected to close on August 1, 2024, subject to customary closing conditions.

How does Day One Biopharmaceuticals (DAWN) plan to use the proceeds from the private placement?

DAWN intends to use the proceeds to fund commercial capabilities, research and development activities, potential strategic acquisitions, and working capital.