ARCA biopharma Announces Pricing of $20 Million Equity Offering
BROOMFIELD, Colo. -- May 30, 2013
ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company developing
genetically-targeted therapies for cardiovascular diseases, today announced
the pricing of the previously announced public offering of the Company’s
preferred stock. ARCA will issue to investors an aggregate of approximately
125,000 shares of Series A Convertible Preferred Stock together with warrants
to purchase approximately 6.25 million shares of common stock. Each share of
Series A preferred stock is convertible into 100 shares of common stock. Each
investor will receive a warrant to purchase 50 shares of common stock for each
share of preferred stock purchased. ARCA expects to receive approximately $18
million in net proceeds from the stock offering. Dawson James Securities, Inc.
acted as sole placement agent for the offering.
Each share of preferred stock and its related warrants will be sold at a
purchase price of $160. The preferred stock is convertible into shares of
common stock at any time at the option of the holder, provided that the holder
will be prohibited from converting preferred stock into shares of common stock
if, as a result of such conversion, the holder, together with its affiliates,
would beneficially own more than 9.99% of the total number of shares of common
stock then issued and outstanding. The shares of preferred stock will have no
voting rights, except as required by law and no preferential dividends or
redemption rights. The warrants expire in 5 years, have an exercise price of
$1.60 per share and are immediately exercisable, provided that the holder will
be prohibited from exercising the warrants for shares of common stock if, as a
result of such exercise, the holder, together with its affiliates, would
beneficially own more than 9.99% of the total number of shares of common stock
then issued and outstanding. ARCA Director and Chief Executive Officer
Dr.Michael Bristow has indicated an interest in purchasing up to 781 shares
of Preferred Stock for a purchase price of $124,960 and potentially receiving
warrants to purchase 39,050 shares of Common Stock. The closing of the
offering is expected to occur on June 4, 2013, subject to customary closing
The Company intends to use the net proceeds of the offering to fund the Phase
2b portion of the GENETIC-AF trial, and for working capital and general
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction.
The Company has an effective registration statement (including a prospectus)
on file with the Securities and Exchange Commission (SEC) pursuant to which
the shares and warrants are being offered. Before you invest, you should read
the prospectus in that registration statement and other documents the Company
has filed with the SEC for more complete information about ARCA biopharma,
Inc. You may obtain these documents for free by visiting the SEC web site at
www.sec.gov. Alternatively, copies may be obtained from Dawson James
Securities, Inc., Attention: Prospectus Department, 1 North Federal Highway,
5^th Floor, Boca Raton, FL 33432, e-mail: email@example.com or toll
free at (866) 928-0928.
About ARCA biopharma
ARCA biopharma is dedicated to developing genetically-targeted therapies for
cardiovascular diseases. The Company's lead product candidate, Gencaro^TM
(bucindolol hydrochloride), is an investigational, pharmacologically unique
beta-blocker and mild vasodilator being developed for atrial fibrillation.
ARCA has identified common genetic variations that it believes predict
individual patient response to Gencaro, giving it the potential to be the
first genetically-targeted atrial fibrillation prevention treatment. For more
information please visit www.arcabiopharma.com.
Safe Harbor Statement
This press release contains "forward-looking statements" for purposes of the
safe harbor provided by the Private Securities Litigation Reform Act of 1995.
These statements include, but are not limited to, statements regarding the
potential for genetic variations to predict individual patient response to
Gencaro, and the potential for Gencaro to be the first genetically-targeted
atrial fibrillation prevention treatment. Such statements are based on
management's current expectations and involve risks and uncertainties. Actual
results and performance could differ materially from those projected in the
forward-looking statements as a result of many factors, including, without
limitation, the risks and uncertainties associated with: the Company's
financial resources and whether they will be sufficient to meet the Company's
business objectives and operational requirements; results of earlier clinical
trials may not be confirmed in future trials, the protection and market
exclusivity provided by the Company’s intellectual property; risks related to
the drug discovery and the regulatory approval process; and, the impact of
competitive products and technological changes. These and other factors are
identified and described in more detail in ARCA’s filings with the SEC,
including without limitation the Company’s annual report on Form 10-K for the
year ended December 31, 2012, the Company’s Registration Statement on Form S-1
(Registration No. 333-187508), and subsequent filings. The Company disclaims
any intent or obligation to update these forward-looking statements.
ARCA biopharma, Inc.
Investor Relations Advisory Solutions
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