Attached files
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8-K - WINDTREE THERAPEUTICS INC /DE/ | v211719_8k.htm |
EX-1.1 - WINDTREE THERAPEUTICS INC /DE/ | v211719_ex1-1.htm |
EX-4.2 - WINDTREE THERAPEUTICS INC /DE/ | v211719_ex4-2.htm |
EX-4.1 - WINDTREE THERAPEUTICS INC /DE/ | v211719_ex4-1.htm |
EX-5.1 - WINDTREE THERAPEUTICS INC /DE/ | v211719_ex5-1.htm |
Discovery
Labs Prices $23.5 Million Public Offering of
Common
Stock and Warrants
Warrington, PA — February 16, 2011
— Discovery Laboratories, Inc. (Nasdaq: DSCO) today announced that it has
priced an underwritten public offering of 10,000,000 units at a price to the
public of $2.35 per unit for gross proceeds of $23.5 million. Each
unit consists of (i) one share of common stock, (ii) a five-year warrant to
purchase 0.50 of a share of common stock and (iii) a fifteen-month warrant to
purchase 0.50 of a share of common stock. The shares of common stock and
warrants are immediately separable and will be issued separately such that no
units will be issued. The five-year warrants are exercisable immediately upon
issuance, have a five-year term and an exercise price of $3.20 per
share. The fifteen-month warrants are exercisable immediately upon
issuance, have a fifteen-month term and an exercise price of $2.94 per
share. Net proceeds, after estimated underwriting discount and other
estimated fees and expenses payable by Discovery Labs, and assuming the warrants
are not exercised, will be approximately $21.6 million. The offering
is expected to close on or about February 22, 2011, subject to satisfaction of
customary closing conditions.
Lazard
Capital Markets LLC is acting as the sole book-running manager for the offering
and Boenning & Scattergood, Inc. and Global Hunter Securities LLC are acting
as co-managers.
The net
proceeds from the offering will be used for general corporate purposes,
including to support Discovery Labs’ research and development activities, which
include:
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·
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expenses
related to resolving the key remaining Chemistry, Manufacturing and
Controls (CMC) issue that must be addressed to potentially gain
regulatory approval of Surfaxin® for the prevention of respiratory
distress syndrome (RDS) in premature infants, including completion of
Discovery Labs’ ongoing comprehensive pre-clinical program, the filing of
the Complete Response for Surfaxin, and preparation for the potential
approval of Surfaxin in the first quarter 2012;
and
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limited
investments in Discovery Labs’ development programs for Surfaxin LS™ and
Aerosurf®, which together with Surfaxin are focused on redefining and
improving the management of neonatal patients with
RDS.
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The
securities described above are being offered by Discovery Laboratories, Inc.
pursuant to a registration statement previously filed and declared effective by
the Securities and Exchange Commission. The securities may be offered only by
means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement. When available, copies of the final prospectus
supplement and accompanying base prospectus relating to this offering may be
obtained at the Securities and Exchange Commission web site at
http://www.sec.gov, or from Lazard Capital Markets LLC, 30 Rockefeller Plaza,
60th
Floor, New York, NY 10020 or via telephone at (800) 542-0970; from Boenning
& Scattergood, Inc., 4 Tower Bridge, 200 Barr Harbor Drive, Suite 300,
West Conshohocken, PA 19428-2979 or
via telephone at (610) 832-1212; or from Global Hunter Securities LLC, 777 Third
Avenue, 36th Floor,
New York, NY 10017 or via telephone at (646) 264-5600.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy any securities of Discovery Laboratories, Inc. nor shall there be
any sale of the securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About
Discovery Labs
Discovery
Laboratories, Inc. is a biotechnology company developing KL4 surfactant
therapies for respiratory diseases. Surfactants are produced naturally in
the lungs and are essential for breathing. Discovery Labs’ novel
proprietary KL4 surfactant
technology produces a synthetic, peptide-containing surfactant that is
structurally similar to pulmonary surfactant and is being developed in liquid,
lyophilized and aerosol formulations. In addition, Discovery Labs’
proprietary capillary aerosolization technology produces a dense aerosol, with a
defined particle size that is capable of potentially delivering aerosolized
KL4
surfactant to the deep lung without the complications currently associated with
liquid surfactant administration.
Forward-Looking
Statements
To
the extent that statements in this press release are not strictly historical,
all such statements are forward-looking, and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from the statements
made. Examples of such risks and uncertainties, including those related to
Discovery Labs’ securities offering and its development programs, are described
in Discovery Labs’ filings with the Securities and Exchange Commission including
the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments
thereto.
Contact
Information:
John
G. Cooper, President and Chief Financial Officer
215-488-9490