Atrium Therapeutics Agrees To Sell About $50 Million Of Stock At $7.93, Says Cash Now Lasts Through 2028
The 8-K describes a private placement with Casdin, Aberdeen and others, plus pre-funded warrants and a 50-day deadline for a resale filing.
Atrium Therapeutics agreed to sell about $50 million of common stock and pre-funded warrants to institutional investors, according to an 8-K filed Thursday. The company estimates the money, added to its existing cash, funds operations through 2028.
What the 8-K says
The deal is a private placement, meaning the securities are sold without SEC registration. Atrium is selling 5,170,384 common shares at $7.93 each, plus pre-funded warrants for up to 1,134,930 shares. The warrants are priced at $7.929, which is the share price less a $0.001 exercise price. The $50 million is before placement agent fees and other offering expenses.
The company's press release names Sirenia Capital Management LP, Aberdeen Investments, Montanova, Sessa Capital and Casdin Capital among the buyers. It says the placement was priced at-the-market under Nasdaq rules. Leerink Partners was lead placement agent, with Cantor, Barclays and Wells Fargo Securities also acting as agents.
Atrium says it will use the net proceeds, with its existing cash and investments, for its two lead product candidates, other research programs, working capital and general corporate purposes.
What it changes for holders
The filing says Atrium will have 22,276,027 shares outstanding after the offering. That count includes shares issued to settle make-whole equity awards tied to its spin-off from Avidity Biosciences.
The warrant holders face an ownership limit. A holder, together with affiliates, cannot exercise if it would own more than 9.99% of outstanding common stock afterward, or 4.99% if the holder elects that lower figure. With at least 61 days' notice, the holder can set a different limit of up to 19.99%.
Atrium also signed a registration rights agreement. It must file a resale registration statement within 50 days of closing and use reasonable best efforts to get it declared effective. The market data from Thursday's early report showed the stock at $7.93, down 0.75%, the same as the placement price.
What to watch
Closing is expected on or about October 9, subject to customary conditions. The next dated item is the resale registration statement, due within 50 days of that closing.
The company's stated runway through 2028 rests on this closing, which the filing says still depends on customary conditions.
