Kazia Therapeutics Announces $2.0 Million Registered Direct Offering

Rhea-AI Summary

Kazia Therapeutics (NASDAQ: KZIA) has announced a $2.0 million registered direct offering of 1,333,333 American Depositary Shares (ADSs) at $1.50 per ADS. Each ADS represents 100 ordinary shares. The company will also issue unregistered warrants to purchase up to 1,333,333 ADSs in a concurrent private placement. The warrants will have an exercise price of $1.50 per ADS, be immediately exercisable, and expire after 5.5 years.

The offering is expected to close around January 13, 2025, with Maxim Group acting as exclusive placement agent. The net proceeds will be used for general corporate purposes, including working capital, research expenses, clinical development, commercial efforts, and administrative expenses.

Positive

• Secured immediate funding of $2.0 million through registered direct offering
• Additional potential funding through warrant exercise at $1.50 per ADS
• Strengthening working capital for research and clinical development

Negative

• Potential dilution for existing shareholders through new ADS issuance
• Offering price of $1.50 per ADS may indicate weak market valuation
• Additional dilution possible if warrants are exercised

Insights

Financial Analyst

This $2.0 million registered direct offering represents a critical yet concerning capital raise for Kazia Therapeutics. At a market cap of just $7.36 million, this financing will result in significant dilution of approximately 27% to existing shareholders. The offering price of $1.50 per ADS and the concurrent issuance of warrants with the same exercise price creates additional dilution risk if exercised.

The warrant structure is particularly noteworthy - being immediately exercisable and having a 5.5-year term provides significant optionality for investors but could create sustained selling pressure. The inclusion of these sweeteners suggests challenging market conditions for raising capital. Most concerning is that the gross proceeds barely provide runway extension, given typical burn rates for clinical-stage biotech companies.

The stated use of proceeds for 'general corporate purposes' lacks specificity and suggests this is more of a survival financing than strategic capital raise. For context, clinical trials in oncology typically cost $5-10 million per year, making this raise insufficient for major program advancement.

Biotech Research Analyst

This financing deal reveals deeper challenges in Kazia's clinical development strategy. The small size of the raise is particularly concerning for an oncology-focused company with ongoing clinical trials. Typically, meaningful progress in cancer drug development requires substantial capital investment for patient recruitment, monitoring and data analysis.

The vague allocation of proceeds to 'general corporate purposes' rather than specific clinical milestones suggests potential delays or scope reductions in their development programs. For perspective, even a small Phase 2 oncology trial can cost $15-20 million. This $2 million raise, after fees, might only fund basic operations for 3-4 months based on typical burn rates.

The concurrent warrant issuance at $1.50 effectively caps near-term upside potential, as warrant holders may sell shares upon any price appreciation. This financial structure indicates significant market skepticism about Kazia's clinical prospects and suggests potential challenges in future capital raises.

SYDNEY, Jan. 10, 2025 /PRNewswire/ -- Kazia Therapeutics Limited (NASDAQ: KZIA) ("Kazia" or the "Company"), an oncology-focused drug development company, today announced that it has entered into a definitive agreement for the purchase and sale of up to an aggregate of 1,333,333 of the Company's American Depositary Shares ("ADSs") (or ADS equivalents in lieu thereof), each ADS representing 100 ordinary shares of the Company, at a purchase price of $1.50 per ADS (or ADS equivalent in lieu thereof), in a registered direct offering. The Company has also agreed to issue, in a concurrent private placement, unregistered warrants to purchase up to an aggregate of 1,333,333 ADSs. The warrants will have an exercise price of $1.50 per ADS, will be immediately exercisable upon issuance, and will expire five and one-half years from the date of issuance. The closing of the offering is expected to occur on or about January 13, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the exclusive placement agent for the registered direct offering and concurrent private placement.

The gross proceeds to the Company from the offering are expected to be approximately $2.0 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, expenses related to research, clinical development and commercial efforts, and general and administrative expenses.

The securities described above (excluding the warrants and ADSs underlying the warrants) are being offered and sold by the Company in a registered direct offering pursuant to a "shelf" registration statement on Form F-3 (File No. 333-281937) that was originally filed with the Securities and Exchange Commission (the "SEC") on September 5, 2024, and declared effective on September 12, 2024. The offering of such securities in the registered direct offering is being made only by means of a prospectus supplement that forms a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus may also be obtained, when available, from Maxim Group LLC at 300 Park Avenue, New York, NY 10022, by phone at (212) 895-3500 or e-mail at syndicate@maximgrp.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the ADSs representing ordinary shares underlying such warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and the underlying ADSs may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.

About Kazia Therapeutics Limited

Kazia Therapeutics Limited (NASDAQ: KZIA) is an oncology-focused drug development company, based in Sydney, Australia. Our lead program is paxalisib, an investigational brain-penetrant inhibitor of the PI3K / Akt / mTOR pathway, which is being developed to treat multiple forms of brain cancer. Licensed from Genentech in late 2016, paxalisib is or has been the subject of ten clinical trials in this disease. A completed Phase 2 study in glioblastoma reported early signals of clinical activity in 2021, and a pivotal study in glioblastoma, GBM AGILE, has been completed with presentation of paxalisib arm data expected later in 2024 at a major medical conference. Other clinical trials involving paxalisib are ongoing in brain metastases, diffuse midline gliomas, and primary CNS lymphoma, with several of these trials having reported encouraging interim data. Paxalisib was granted Orphan Drug Designation for glioblastoma by the FDA in February 2018, and Fast Track Designation (FTD) for glioblastoma by the FDA in August 2020. Paxalisib was also granted FTD in July 2023 for the treatment of solid tumour brain metastases harboring PI3K pathway mutations in combination with radiation therapy. In addition, paxalisib was granted Rare Pediatric Disease Designation and Orphan Drug Designation by the FDA for diffuse intrinsic pontine glioma in August 2020, and for atypical teratoid / rhabdoid tumours in June 2022 and July 2022, respectively. Kazia is also developing EVT801, a small-molecule inhibitor of VEGFR3, which was licensed from Evotec SE in April 2021. Preclinical data has shown EVT801 to be active against a broad range of tumour types and has provided evidence of synergy with immuno-oncology agents. A Phase I study has been completed and preliminary data was presented at 15th Biennial Ovarian Cancer Research Symposium in September 2024. For more information, please visit www.kaziatherapeutics.com or follow us on X @KaziaTx.

Forward-Looking Statements

This press release may contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which can generally be identified as such by the use of words such as "may," "will," "estimate," "future," "forward," "anticipate," or other similar words. Any statement describing Kazia's future plans, strategies, intentions, expectations, objectives, goals or prospects, and other statements that are not historical facts, are also forward-looking statements, including, but not limited to, statements regarding: the completion of the offering, the satisfaction of customary closing conditions related thereto, the intended use of proceeds from the offering, and the Company's future expectations, plans and prospects. Such statements are based on Kazia's current expectations and projections about future events and future trends affecting its business and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including risks and uncertainties: related to market and other conditions, associated with clinical and preclinical trials and product development, including the risk that preliminary or interim data may not reflect final results, related to regulatory approvals, and related to the impact of global economic conditions. These and other risks and uncertainties are described more fully in Kazia's Annual Report, filed on form 20-F with the SEC, and in subsequent filings with the SEC. Kazia undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required under applicable law. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release.

This announcement was authorized for release by Dr John Friend, CEO.

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SOURCE Kazia Therapeutics Limited

FAQ

What is the size and price of Kazia Therapeutics' (KZIA) January 2025 offering?

Kazia Therapeutics is offering 1,333,333 ADSs at $1.50 per ADS, totaling $2.0 million in gross proceeds.

What are the terms of KZIA's warrants issued in January 2025?

The warrants have an exercise price of $1.50 per ADS, are immediately exercisable upon issuance, and expire after 5.5 years.

How will KZIA use the proceeds from the January 2025 offering?

The proceeds will be used for general corporate purposes, including working capital, research expenses, clinical development, commercial efforts, and administrative expenses.

When is KZIA's January 2025 offering expected to close?

The offering is expected to close on or about January 13, 2025, subject to customary closing conditions.

How many ordinary shares does each KZIA ADS represent?

Each KZIA American Depositary Share (ADS) represents 100 ordinary shares of the company.