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the issue by the Company of 2,080,000 Warrants convertible into 208,000,000 Warrant Shares (in aggregate) at an exercise price of US$0.025 per Warrant Share.
This Prospectus has been prepared for the purpose of facilitating secondary trading of any Warrant Shares issued upon the exercise of a Warrant issued under
This Prospectus is an important document and requires your immediate attention. It should be read in its entirety (including the Risk Factors
in Section 4). The Company is a disclosing entity for the purposes of the Corporations Act and is listed on the ASX. This Prospectus is issued pursuant to section 713 of the Corporations Act and, as such, does not contain all the
information that is generally required to be set out in a full prospectus, but refers to other documents previously disclosed to ASX by the Company, the information of which is deemed to be incorporated into this Prospectus. The securities issued
under this Prospectus should be considered speculative.
IMPORTANT INFORMATION
This Prospectus is dated 20 December 2018 and was lodged with ASIC on that date. Neither ASIC nor ASX or
any of their officers, take any responsibility for the contents of this Prospectus.
No securities will be issued under this Prospectus later than 13
months after the date of this Prospectus.
In preparing this Prospectus, regard has been had to the fact that ASX maintains a database of publicly
disclosed information about the Company, that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to professional advisors with whom potential investors may
consult. This Prospectus has been prepared pursuant to section 713 of the Corporations Act, which allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities and options to acquire continuously quoted
securities. It is intended to be read in conjunction with publicly available information, as described in Section 5.1 below.
Various statements in
this Prospectus constitute statements relating to intentions, future acts and events. Such statements are generally classified as forward looking statements and involve known and unknown risks, uncertainties and other important factors that could
cause those future acts, events and circumstances to differ from the way or manner in which they are expressly or implicitly portrayed in this Prospectus.
The Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to
make such an offer or to issue this document under the laws applicable in that jurisdiction.
The distribution of this Prospectus in jurisdictions outside
Australia and New Zealand may be restricted by law and any person into whose possession this Prospectus comes should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of
applicable securities laws.
This Prospectus may only be distributed in the United States to accredited investors who purchased ADSs and Warrants. The
Warrants and Warrant Shares have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any U.S. state. Accordingly, these securities may not be offered or sold in the United
States unless they are
registered under the U.S. Securities Act or except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and in accordance with applicable state
In addition, until 40 days after the commencement of the Offer, an offer or sale of the Warrants or the Warrant Shares within the United
States by any dealer (whether or not participating in the Offer) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in compliance with the registration requirements of the U.S. Securities
No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus.
Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by the Company in connection with the Offer. Neither the Company nor any other person warrants the future performance of the Company
or any return on any investment made under this Prospectus except as required by law and then only to the extent so required.
This Prospectus does not
take into account the investment objectives, financial situation and particular needs of any person.
There are risks associated with an investment in the
Company and the securities offered under this Prospectus should be regarded as a speculative investment. The securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future
value of the Warrants or Warrant Shares.
Certain abbreviations and other defined terms are used throughout this Prospectus. Details of the definitions
and abbreviations used are set out in Section 6 of this Prospectus. All financial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.
This Prospectus may be viewed in electronic form online at the Company s website: www.immutep.com. The information on the Company s website
(outside the electronic Prospectus) does not form part of this Prospectus. Additional copies of the Prospectus are available at the registered office of the Company.
Any person may obtain a copy of this Prospectus or any of the documents referred to in Section 5.1 free of charge by contacting the Company by email at
Dr Russell Howard (Non-Executive Chairman)
Mr Pete Meyers (Non-Executive Director &
Mr Marc Voigt (Executive Director and Chief Executive Officer)
Mr Grant Chamberlain (Non-Executive Director)
Ms Deanne Miller (Chief Operating
Officer, General Counsel & Company Secretary)
Level 12, 95 Pitt Street, Sydney, New South Wales, Australia.
| Telephone | +61 2 8315 7003 | |
| Fax | +61 2 8569 1880 | |
| enquiries@immutep.com | ||
| Website | http://www.immutep.com |
| Section | Title | Description | Page | |||||
| Important Information | Information about this Prospectus. | 2 | ||||||
| Corporate Directory | Corporate details of the Company. | 3 | ||||||
| 1 | Summary of the Offer | A summary of the key information contained in this Prospectus. | 5 | |||||
| 2 | Overview | Overview of the securities being offered, including the terms of and fees payable in connection with, the Offer. | 9 | |||||
| 3 | Effect of the Offer on the Company | Details of the use of proceeds and the effect of the Offer on the Company. | 11 | |||||
| 4 | Risk factors | Description of the main risk factors which are applicable to an investment in the Company. | 13 | |||||
| 5 | Additional information | Details of the rights and liabilities attaching to the securities issued under this Prospectus and details of certain people s interests in securities in the Company. | 25 | |||||
| 6 | Definitions | Definitions of words and expressions used in this Prospectus. | 31 | |||||
| Annexure | Terms of issue of Warrants | The terms of issue of the Warrants issued under this Prospectus. | 32 |
1. SUMMARY OF THE OFFER
| Topic | Details | Where to find more information | ||
| What is the Offer? | The Company is a disclosing entity listed on ASX and is offering: 260,000,000 New Shares for an issue price of US$0.02 per New Share, represented by American Depositary Shares (with each ADS representing 100 Shares); and 2,080,000 Warrants convertible into 208,000,000 Warrant Shares in aggregate at an exercise price of US$0.025 per Warrant Share, to the Investors in the manner described below. Each Investor will receive, for nil consideration, one Warrant which is exercisable into a number of Warrant ADSs equal to up to 80% of the number of ADSs issued to that Investor under the Offer, at the exercise price set out above. For comparison purposes, the exercise price for each Warrant Share represented by a Warrant ADS will be US$0.025, which is equal to the exercise price for the Warrant ADS divided by 100 (being the number of Shares represented by each Warrant ADS). The Offer will raise US$5.2 million (approximately A$7.25 million 1 ) (before expenses). There will be no public or retail offer of Warrants in the United States, Australia or elsewhere. The Company is making the Offer of: ADSs pursuant to the Company s Registration Statement (File No. 333-211702) on Form F-3, the prospectus dated 17 June 2016 that forms part of the Registration Statement and the prospectus supplement dated 19 December 2018 (which documents are available on the website of the U.S. Securities and Exchange Commission); and Warrants pursuant to a private placement. Potential investors selected by the Company may only apply for Warrants using the Securities Purchase Agreement that has been previously circulated. The Warrants will be issued with the ADSs representing the New Shares as set out in the Securities Purchase Agreement. | Section 2.1 |
| What is the purpose of the Prospectus? | This Prospectus has been prepared for the purpose of facilitating secondary trading of any Warrant Shares issued upon the exercise of a Warrant issued under this Prospectus. The Prospectus does not relate to the issue of New Shares or ADSs to be issued to the Investors pursuant the Offer, or the issue of ADSs representing Warrant Shares. The New Shares will be issued to the Depositary s custodian. The Depositary will then issue a number of ADSs equal to the number of New Shares divided by 100 (as each ADS represents 100 Shares in the Company). The ADSs representing the New Shares will trade on the Nasdaq Global Market under the symbol IMMP . Any Warrant Shares issued on exercise of the Warrants will be issued to the Depositary s custodian and the Depositary will issue the relevant number of Warrant ADSs in the same manner as the New Shares (i.e. each Warrant ADS will represent 100 Warrant Shares). The Company is a disclosing entity for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company. This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act, which, in general terms, is only required to contain information reasonably required by investors and their advisers to make an informed assessment of the Offer on the Company, the rights and liabilities attaching to the securities to be issued under the Offer (including, for options, the rights and liabilities of the underlying securities). The Company, as a disclosing entity, is able to rely on a transaction-specific prospectus for the issue of continuously quoted securities, or options to acquire continuously quoted securities, in the Company. | Section 2.1 | ||
| Application for New Shares and Warrants | The Offer has been made to the Investors, who have entered into a Securities Purchase Agreement with the Company. The Offer is only available to, and capable of acceptance by, the Investors. | Section 2.3 | ||
| Risk factors | There are a number of risks associated with an investment in the Company which may affect its financial performance, financial position, cash flows, distributions, growth prospects and its Share price. The following is a summary of the specific key risks that the Company is exposed to. Further details about these and other general risks associated with an investment in the Company are set out in Section 4: The Company, as an early stage company focused on the development of pharmaceutical products, has a history of operating losses and may not achieve or maintain profitability in the future. | Section 4 |
| The Company will require additional financing in order to complete its clinical trials and commercialise its products and may be unable to raise sufficient capital, which could have a material impact on its research and development programs or commercialisation of its products or product candidates. The Company is exposed to significant risks related to its ongoing research and development efforts and might not be in a position to successfully develop any product candidate. Any failure to implement its business strategy could negatively impact the Company s business, financial condition and results of operations. Ongoing and future clinical trials of product candidates may not show sufficient safety or efficacy to obtain requisite regulatory approvals for commercial sale. If the Company does not obtain the necessary regulatory approvals it will be unable to commercialise its products. Even if the Company s product candidates receive regulatory approval, it may still face development and regulatory difficulties that may delay or impair future sales of product candidates. The Company has limited manufacturing experience with its product candidates and relies significantly on contractors. To the extent the Company relies on contractors, it will be exposed to risks related to the business and operational conditions of its contractors. The Company s research and development efforts will be jeopardised if it is unable to retain key personnel and cultivate key academic and scientific collaborations. The Company s success depends on its ability to protect its intellectual property and its proprietary technology. | ||||
| Minimum raising | There is no minimum raising under this Prospectus. The Offer is made to the Investors only and will raise US$5.2 million (approximately A$7.25 million 2 ) (before expenses). | Section 2.1 | ||
| Use of Proceeds | The net proceeds of the Offer will be used as follows: to continue of the Company s ongoing clinical development of IMP321 (e.g., the AIPAC, TACTI-mel, and TACTI-002 studies); to continue the Company s preclinical development of IMP761; and for general corporate purposes. | Section 2.2 | ||
| What are the terms of the Warrants? | The Warrants are exercisable into a number of Warrant ADSs equal to 80% of the ADSs representing New Shares which are issued to an Investor. For demonstration purposes, the | Annexure |
| maximum number of Warrant Shares which may be issued on exercise of all Warrants will be equal to 80% of the number of New Shares issued in connection with the Offer. The exercise price for the Warrant is US$2.50 per ADS issued on exercise of a Warrant (equivalent to US$0.025 per Warrant Share). The Warrant may be exercised in whole or in part at any time or times up until the Warrant Expiry Date, provided that for each exercise of a Warrant the aggregate exercise price must not be an amount less than US$100,000 (unless the aggregate exercise price for all remaining ADSs which may be issued on exercise of a Warrant is less than US$100,000). The full terms of the Warrants, are set out in the Annexure. | ||||
| How do the Warrant Shares rank in comparison to existing Shares? | All Warrant Shares issued on exercise of the Warrants will rank equally in all respects with existing Shares from the date of their issue and the Company will apply for quotation of the Warrant Shares on ASX within seven days of issue. | Section 5.3 | ||
| What is the effect of the Offer on the Company? | The effect of the Offer on the financial position of the Company is detailed in Section 3. | Section 3 | ||
| ASX and Nasdaq | The Company is admitted to the official list of the ASX. The Company also has ADSs which trade on the Nasdaq Global Market under the symbol IMMP . Each ADS represents 100 Shares in the Company. The Company will apply for quotation of the New Shares and any Warrant Shares on the ASX within seven days of the issue of the relevant Shares. The Warrants will not be quoted on any stock exchange. The Warrants may not be resold or transferred in the United States except pursuant to an exemption from the registration requirements of U.S. federal and state securities laws. The ADSs representing the New Shares and any Warrant ADSs issued on exercise of the Warrants will be quoted on the Nasdaq Global Market under the symbol IMMP . Further details regarding the terms of the ADSs representing Shares in the Company may be found in the prospectus dated 17 June 2016 that forms part of at Company s Registration Statement (File No. 333-211702), which is available on the website of the U.S. Securities and Exchange Commission. | Section 2.1 | ||
| Enquiries | Any enquiries concerning the Offer should be directed to the Company by calling +61 2 8315 7003 |
The Company is a disclosing entity listed on ASX and is offering:
to the Investors, who
comprise of Altium Growth Fund, LP and Leviathan Capital Partners, LP (collectively, the Offer).
The Offer will raise US$5.2 million
(approximately A$7.25 million3) (before expenses).
This Prospectus relates to the issue by the
Company of 2,080,000 Warrants exercisable into 208,000,000 Warrant Shares (in aggregate). Upon issue, Warrant Shares will be held in the form of Warrant ADSs to be issued to the relevant holder of the Warrant.
Each Investor will receive, for nil consideration, one Warrant, which is exercisable into 0.8 Warrant ADSs for each ADS that is issued to that Investor. The
exercise price for each Warrant ADS is US$2.50. In effect, the exercise price per Warrant Share will be US$0.025, which is equivalent to the exercise price for each number of underlying Warrant Shares represented by each Warrant ADS (being 100
Shares). The ADSs representing the New Shares and the Warrant ADSs rank equally in all respects with the Company s current ADSs, which are quoted on the Nasdaq Global Market under the symbol IMMP .
The ADSs representing the New Shares will be issued to the Investors on or about 20 December 2018 and will be quoted on the Nasdaq Global Market. The
Warrants will be issued at the same time as the New Shares and will not be quoted on the ASX, the Nasdaq Global Market or any other market. Any Warrant ADSs issued upon exercise of the Warrants will be quoted on the Nasdaq Global Market under the
The purpose of the Offer is to facilitate secondary trading on the ASX of any Warrant Shares issued on the exercise of the
The Offer is not underwritten and there is no sponsoring broker.
The issue of the New Shares will raise US$5.2 million (approximately A$7.25 million4) before
expenses. The expenses of the Offer (including certain expenses of the Investors) will be met from the funds raised under the Offer. Details of the expenses of the Offer are set out in Section 5.12.
The net proceeds of the Offer will be used as follows:
The Company may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that it views as complementary to its
The Offer has been made to the Investors, who have entered into a Securities Purchase Agreement with the Company. The Offer is only available to, and capable
of acceptance by, the Investors.
The purpose of the Offer is to facilitate secondary trading on the ASX of any Warrant Shares issued on the exercise of
The New Shares and Warrants are expected to be allotted and issued by no later than 20 December 2018. The New Shares will be issued to
the Depositary s custodian, and upon issue the Depositary will issue ADSs representing the New Shares to the relevant Investors. These ADSs will by quoted on the Nasdaq Global Market under the symbol IMMP .
The effect on the financial position of the Company from the issue all the New Shares and Warrants under the Offer will be to increase the Company s cash
reserves by US$5.2 million, or approximately A$7.25 million5 (prior to the expenses of the Offer).
It is estimated that the expenses of the Offer will amount to approximately A$700,000. The expenses of the Offer (including certain expenses of the Investors)
will be met from the funds raised under the Offer. Section 5.12 sets out the details of the expenses incurred by the Company in connection with this Prospectus.
The principal effects of the Offer on the capital structure of the Company will be as follows:
The following tables set out the capital structure of the Company currently and upon completion of the Offer:
| Current securities on issue | Number of securities | |||
| Current number of Shares on issue (including Shares represented by ADSs) | 3,084,431,629 | |||
| Unlisted options over Shares with exercise prices ranging from A$0.025 to A$0.057 and expiry dates ranging from 30 October 2020 to 7 March 2021 | 1,819,375 | |||
| Performance rights on issue* | 115,090,282 | |||
| Warrants issued to Ridgeback Capital Investments exercisable into one Shares per warrant at issue prices ranging from A$0.0237 to A$0.025 and expiry dates ranging from 4 August 2020 to 4 August 2025 | 379,921,226 | |||
| Outstanding warrants exercisable into one ADS per warrant with an exercise price of US$2.50 per ADS (representing 100 Shares) and an expiry date of 5 January 2023 | 1,553,718 | |||
| Convertible notes with a face value of $1.00 each and an expiry date of 4 August 2025 | 13,750,828 |
| Maximum number of shares to be issued in connection with the Offer | Number of Shares | |||
| New Shares to be issued under the Offer (represented as ADSs) | 260,000,000 | |||
| Maximum number of Warrant Shares which may be issued on exercise of the Warrants (represented as Warrant ADSs) | 208,000,000 | |||
| Total number of Shares on issue immediately following completion of the Offer assuming all Warrants are fully exercised at completion* | 3,552,431,629 |
For the purposes of presenting the information in the table above, it is assumed that, prior to the issue of the New Shares
and the Warrant Shares, there will be no other issues of Shares or other securities in the Company, including Shares issued on conversion of any convertible securities currently on issue.
As at the date of this Prospectus, based on publicly available information, no person has a substantial holding (as that term is defined in the Corporations
Act) in the Company.
The issue of the New Shares and the Warrant Shares (assuming the Warrants are fully exercised) will not have a material effect on
the control of the Company.
This Section identifies some of the major risks associated with an investment in the Company. Potential investors should read this Prospectus in its entirety
in order to fully appreciate such matters and the manner in which the Company intends to operate before making any decision to invest in the Company.
an early stage biotechnology company, there are significant risks in investing in Shares and Warrants and there is no guarantee of the trading price/s at which the Company s Shares may trade nor any guarantee of any return or dividends in
respect of holding Shares in the Company.
The Company has a history of operating losses and may not achieve or maintain profitability in the
The Company is at an early stage in the development of pharmaceutical products, with a focus on the development of immunotherapeutic