GTx, Inc. (NASDAQ: GTXI) announced today that it has entered into a
securities purchase agreement with J.R. Hyde, III, the chairman of GTx’s
Board of Directors, and The Pyramid Peak Foundation, to issue and sell
in a private placement to these purchasers an aggregate of 11,976,048
immediately separable units, comprised of an aggregate of 11,976,048
shares of GTx common stock and warrants to purchase up to 10,179,642
additional shares of common stock. The total purchase price payable to
GTx for the units is $21,272,455.42, or approximately $1.77625 per unit.
The warrants, which may only be exercised for cash, will have a per
share exercise price of $1.67 (equal to the closing bid price of GTx’s
common stock on March 3, 2014) and a one year term. The closing of the
private placement will occur three business days following the
satisfaction or waiver of customary closing conditions as set forth in
the securities purchase agreement, or on such other date as the
purchasers in the private placement may agree upon. The securities
purchase agreement will terminate if the closing of the private
placement has not occurred on or prior to April 15, 2014, provided that
the purchasers in the private placement may, in their sole discretion,
extend such date to August 15, 2014.
In connection with the private placement, GTx has agreed, subject to
certain terms and conditions, to file a registration statement under the
Securities Act covering the resale of shares of common stock, including
shares of common stock underlying the warrants, within 180 days after
the closing. The securities offered by GTx in this private placement
have not been registered under the Securities Act and may not be offered
or sold in the United States without registration or an applicable
exemption from the registration requirements of the Securities Act.
About GTx
GTx, Inc., headquartered in Memphis, Tennessee, is a biopharmaceutical
company dedicated to the discovery, development, and commercialization
of small molecules for the treatment of cancer, including treatments for
prostate and breast cancer, cancer supportive care, including prevention
and treatment of cancer-related muscle wasting, and other serious
medical conditions.
This press release does not and shall not constitute an offer to sell or
the solicitation of any offer to buy any of these securities.
Forward-Looking Statements
This press release contains forward-looking statements based upon
GTx’s current expectations. Forward-looking statements involve risks and
uncertainties, and include, but are not limited to, all statements
relating to the anticipated closing, and the amount and proposed use of
proceeds, of the private placement. GTx’s actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties,
which include, without limitation, risks and uncertainties associated
with market conditions, whether GTx will be able to consummate the
private placement and the satisfaction of closing conditions related to
the private placement. There can be no assurance that GTx will be able
to complete the private placement on the terms described herein or in a
timely manner, if at all. Regardless of whether the private placement is
consummated, GTx will continue to need additional funding and may be
unable to raise capital when needed, which would force GTx to delay,
reduce or eliminate its product candidate development programs and
potentially cease operations. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of
this press release. GTx’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 12, 2013 contains under
the heading, “Risk Factors”, a more comprehensive description of these
and other risks to which GTx is subject. GTx expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change
in its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
Copyright Business Wire 2014