Roth Capital Partners helps sell shares with three types of warrants
By Devika Patel
Knoxville, Tenn., May 2 - Marshall Edwards, Inc. arranged a $1.11 million private placement of stock on May 2, according to an 8-K filed Monday with the Securities and Exchange Commission. The deal will be conducted via agent Roth Capital Partners and is expected to settle May 13.
The company will sell 835,217 common shares at $1.333 apiece, a 17.2% discount to the April 29 closing share price of $1.61.
Investors also will receive three series of warrants. The series A warrants are exercisable for 626,413 shares at $1.57 for five years. The one-year series B warrants are exercisable for 2,165,534 shares at an exercise price equal to the lower of $1.333 and 85% of the arithmetic average of the lowest eight weighted average prices of the stock during the 20 consecutive trading day period. The series C warrants are initially exercisable for zero shares, but this may be increased to up to 16 million shares if the stock price is below certain levels on certain dates in the first year after settlement. The initial exercise price of the series C warrants is $0.00000002 per share and the warrants expire on the first anniversary of the date on which they first become exercisable.
The strike price of the series A warrants is a 2.49% discount to the April 29 closing share price of $1.61.
Proceeds will be used to continue development of Marshall Edwards' two lead oncology programs, including a Phase I clinical trial of its intravenous drug candidate NV-143, which has demonstrated pre-clinical activity against a broad range of tumor cell lines, as well as the necessary studies required to initiate clinical trials of its lead mitochondrial inhibitor candidate NV-344 later this year.
Marshall Edwards, based in San Diego, is a developmental-stage pharmaceutical company.
| Issuer: | Marshall Edwards, Inc.
|
| Issue: | Common stock
|
| Amount: | $1,113,344
|
| Shares: | 835,217
|
| Price: | $1.333
|
| Warrants: | For up to 18,791,947 shares
|
| Warrant expiration: | Five years (series A), one year (series B), one year (series C)
|
| Warrant strike price: | $1.57 (series A), the lower of $1.333, and 85% of the arithmetic average of the lowest eight weighted average prices of the stock during the 20 consecutive trading day period (series B), $0.00000002 (series C)
|
| Agent: | Roth Capital Partners
|
| Pricing date: | May 2
|
| Settlement date: | May 13
|
| Stock symbol: | Nasdaq: MSHL
|
| Stock price: | $1.61 at close April 29
|
| Market capitalization: | $10.95 million
|
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