By Abigail W. Adams
Portland, Me., Jan. 17 – Genocea Biosciences Inc. priced $1.6 million in series A convertible preferred stock and accompanying class A warrants at par of $1,000 prior to the market open on Wednesday.
The convertible preferred stock priced alongside a concurrent offering of $53.4 million in common stock and class A warrants at a price of $1.00 per share, according to a company release.
Cantor Fitzgerald & Co. is the sole bookrunner for the offerings.
The common stock offering carries a greenshoe of $8 million, or 8,004,750 shares and warrants to purchase up to 4,002,375 shares.
Holders of the preferred stock are not entitled to receive dividends unless specifically declared by the board of directors, according to the preliminary prospectus.
The 1,635 shares of series A convertible preferred stock are convertible into 1,635,000 shares of common stock.
The accompanying class A warrants are exercisable for 0.5 shares each for a total of 817,500 shares of common stock.
The warrants expire after five years from the date of issuance and have a strike price of $1.20, according to a company release.
The preferred stock is convertible at any time provided the holder will not own more than 9.99% of the outstanding common shares upon conversion.
The class A warrants accompanying the convertible preferred stock and the common stock offerings follow the same terms.
New Enterprise Associates and Vivo Capital are significant investors with Vivo Capital participating in the preferred and common stock offering and New Enterprise Associates participating in the common stock offering.
Genocea plans to elect a representative from New Enterprise Associates to serve on its board of directors.
The preferred stock will not be listed on an exchange. Proceeds will be used to fund Genocea’s GEN-009 cancer vaccine program and for general corporate purposes.
Genocea is a Cambridge, Mass-based biopharmaceutical company focused on the development of cancer vaccines.
| Issuer: | Genocea Biosciences Inc.
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| Issue: | Series A convertible preferred stock and class A warrants
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| Amount: | $1.6 million or 1,635 shares
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| Maturity: | Perpetual
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| Dividend: | 0%
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| Price: | Par of $1,000
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| Conversion premium: | 0%
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| Conversion price: | $1.00
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| Conversion rate: | 1,000
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| Warrants: | For 817,500 shares
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| Warrant strike price: | $1.20
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| Warrant expiration: | 5 years
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| Strike price | $1.20
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| Call options: | Non-callable
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| Put options: | None
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| Bookrunner: | Cantor Fitzgerald & Co.
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| Lead managers: | Needham & Co., LLC, Robert W. Baird & Co. Inc.
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| Co-manager: | H.C. Wainwright & Co.
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| Distribution: | Off shelf
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| Pricing date: | Jan. 17
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| Stock symbol: | Nasdaq: GNCA
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| Stock reference price: | $1.00 in concurrent equity offering
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| Market capitalization: | $22.95 million
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