Roth Capital to helm stock offering with two types of warrants
By Jennifer Chiou and Devika Patel
New York, May 16 - Marshall Edwards, Inc. amended its previously announced $1.11 million private placement of stock, opting to do away with the planned series C warrants, according to an 8-K filed Monday with the Securities and Exchange Commission. The deal was initially announced on May 2 and will be conducted via agent Roth Capital Partners.
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 will now receive two series of warrants. The series A warrants are exercisable after six months for 626,413 shares at $1.57 for a period of 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.
In addition, Marshall Edwards has agreed to issue to the purchasers, subject to the receipt of stockholder approval, adjustment shares if the share price is below $1.333 per share, but greater than or equal to $0.75 per share, on certain adjustment dates during the one year period ending after settlement. The adjustment shares will initially be limited to 649,242.
The series C warrants were to initially exercisable for zero shares, but with an option to increase to up to 16 million shares if the stock price was below certain levels on certain dates in the first year after settlement. The initial exercise price of the series C warrants was to be $0.00000002 per share, and these warrants were to expire on the first anniversary of the date on which they first became exercisable.
As reported, the strike price of the series A warrants is a 2.49% discount to the April 29 closing share price of $1.61.
In connection with the amendment, Novogen Ltd. and the officers and directors of Marshall Edwards entered into amended and restated lock-up agreements under which it will not sell, transfer or otherwise dispose of any shares until the earlier of 90 days after the date on which all of the securities required to be registered under the agreement have been registered and the date that is 13 months after the date of the closing of the offering.
Proceeds will be used to continue development of Marshall Edwards' two lead oncology programs, including a phase 1 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 2,791,947 shares
|
| Warrant expiration: | Five years (series A), one year (series B)
|
| 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)
|
| Agent: | Roth Capital Partners
|
| Pricing date: | May 2
|
| Amended: | May 16
|
| Stock symbol: | Nasdaq: MSHL
|
| Stock price: | $1.61 at close April 29
|
| Market capitalization: | $10.95 million
|
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