Full Press Release Details
Labs Prices $23.5 Million Public Offering of
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.
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
proceeds from the offering will be used for general corporate purposes,
including to support Discovery Labs' research and development activities, which
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,
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
New York, NY 10017 or via telephone at (646) 264-5600.
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.
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
surfactant to the deep lung without the complications currently associated with
liquid surfactant administration.
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
G. Cooper, President and Chief Financial Officer