To read the full press release concerning the financing, please visit this link. A snippet of the release is transcribed below:
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN REDX PHARMA PLC IN ANY JURISDICTION.
THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE SUBSCRIPTION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Redx Pharma plc
(“Redx” or “the Company”)
Proposed Subscription to raise c.£14.1 million
Alderley Park, 18 October 2023 – Redx Pharma plc (AIM: REDX), the clinical-stage biotechnology company focused on discovering and developing novel, small molecule, targeted therapeutics for the treatment of fibrotic disease and cancer, today announces that it has conditionally raised c.£14.1 million (before expenses) by way of a subscription for 54,074,458 new Ordinary Shares (the “Subscription Shares”) by existing shareholders (the “Subscription”). The Subscription, which is subject to certain conditions, will be effected at a price of 26 pence per Subscription Share (the “Issue Price”), being the closing market price on 17 October 2023 (the business day prior to the date of this announcement). The net proceeds of the Subscription will allow the Company to continue to progress its pipeline, as detailed further below.
MTS Securities, LLC is acting as exclusive placement agent (the “Exclusive Placement Agent”) in connection with the Subscription.
Dr Jane Griffiths, Chair of the Board of Directors commented:
“At Redx we are focussed on developing novel, targeted therapies for fibrotic disease and cancer in areas of high unmet medical need. This fundraise enables us to continue the strong progress of our industry-leading ROCK portfolio, specifically advancing our ROCK2-selective inhibitor, zelasudil, in idiopathic pulmonary fibrosis (IPF) and commencing clinical studies for our gastrointestinal-targeted ROCK inhibitor, RXC008, which has the potential to be a first-in-class treatment for fibrostenotic Crohn’s disease.
We would like to thank our existing shareholders for their continued strong support of Redx and our ambition to create world leading medicines to transform patients’ lives.”
Highlights of the Transaction
- Subscription of c.£14.1 million (before expenses) at the Issue Price by existing shareholders.
- One of the Redmile Funds, which taken together are the Company’s largest shareholder, is participating in the Subscription and has agreed to subscribe for 31,548,692 Subscription Shares at the Issue Price. Sofinnova Partners, an existing Shareholder, is also participating in the Subscription and has agreed to subscribe for 7,887,173 Subscription Shares at the Issue Price. In addition, Polar Capital and Invus, both existing shareholders of the Company, are also participating in the Subscription, either directly or through entities in their respective groups.
- Following completion of the Subscription, the Company estimates that it will have available cash of approximately £28.1 million which is expected to provide the Company with working capital in order to fund the anticipated progression of its ROCK portfolio to important value inflection points in 2024, thereby continuing the delivery of its stated strategy to drive shareholder value.
- Redx expects to use the net proceeds of the Subscription, its existing cash resources and a risk-adjusted forecast of milestone income from partnered programmes due before the end of 2024 as follows:
- report topline Phase 2a data from zelasudil IPF clinical trial which will include early efficacy, safetyand PK/PD data;
- complete additional investigative preclinical studies for zelasudil to enable a complete response to the FDA partial clinical hold, allowing for longer dosing durations in the US;
- progress RXC008 into clinical development in fibrostenotic Crohn’s disease by initiating a Phase 1 study in healthy volunteers;
- report topline Phase 2 data from PORCUPINE and PORCUPINE2 clinical trials of RXC004 as a combination therapy with immune checkpoint inhibitors in patients with genetically selected MSS mCRC and unselected biliary tract cancer;
- continue to explore partnerships to advance certain programmes from the Redx portfolio; and
- for general and administrative working capital into the third quarter of 2024.
The issue of the Subscription Shares is conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is being convened at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ on 6 November 2023 at 11:00 a.m. (London time). Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM (“Admission”).
Related Party Transaction
As the Redmile Funds hold 73.26 per cent. of the Existing Ordinary Shares, Redmile is a related party of the Company pursuant to the AIM Rules. In addition, as Sofinnova holds 13.16 per cent. of the Existing Ordinary Shares, Sofinnova is also a related party of the Company pursuant to the AIM Rules. Consequently, the participation of Redmile via its fund, RedCo II, and Sofinnova in the Subscription constitute related party transactions for the purposes of AIM Rule 13. The independent directors for the purposes of this transaction (being all Directors other than Natalie Berner, who is a representative of Redmile and Dr Joseph Anderson, who is a representative of Sofinnova) consider, having consulted with Spark, the Company’s nominated adviser, that the terms of (i) RedCo II’s subscription for Subscription Shares in the Subscription and (ii) Sofinnova’s subscription for Subscription Shares in the Subscription are fair and reasonable in so far as Shareholders are concerned.
Set out below in Appendix I to this Announcement (which forms part of this Announcement) is an adapted extract from the Circular proposed to be sent to Shareholders. The Circular, containing the Notice of General Meeting, will be posted to shareholders later today and will also be available from the Company’s website at: www.redxpharma.com.
The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix II and the glossary is contained at Appendix III. The expected timetable of principal events is set out in Appendix IV.
This Announcement should be read in its entirety.
The person responsible for the release of this Announcement on behalf of the Company is Nischal Hindia, Interim General Counsel & Company Secretary.
For further information, please contact:
Redx Pharma Plc
Caitlin Pearson, Head of Communications
Lisa Anson, Chief Executive Officer
Peter Collum, Chief Financial Officer
T: +44 1625 469 918
SPARK Advisory Partners (Nominated Adviser)
Matt Davis / Adam Dawes
T: +44 203 368 3550
MTS Securities, LLC (Exclusive Placement Agent)
T: +1 212 887 2100
WG Partners LLP (Joint Broker)
Claes Spång / Satheesh Nadarajah / David Wilson
T: +44 203 705 9330
Panmure Gordon (UK) Limited (Joint Broker)
Rupert Dearden / Freddy Crossley / Emma Earl
T: +44 207 886 2500
Simon Conway / Ciara Martin
T: +44 20 3727 1000
Read the remainder of the release here.