Liege, Belgium, 24 August 2023 – 07:30 CEST – Mithra Pharmaceuticals SA (Euronext Brussels: MITRA) (the “Company” or “Mithra”), a company dedicated to Women’s Health, announces today that it entered into a definitive agreement to raise EUR 20 million in gross proceeds via a private placement of 10 million new ordinary shares at an issue price of EUR 2.00 per share, representing a 17% discount to the closing share price on 23 August 2023 (the “Private Placement”).
The Private Placement has been placed with Armistice Capital, a professional, qualified institutional investor in the U.S. (the “Investor”).
H.C. Wainwright & Co. is acting as the exclusive placement agent for the Private Placement.
Under the terms of the Private Placement, the Investor committed to subscribe for 10 million new shares of the Company, of which 7.8 million shares will be admitted to trading and listing on Euronext Brussels immediately upon their issuance, and the remaining 2.2 million shares will be admitted to trading and listing following the approval of a listing prospectus. In addition, the Investor will receive options, with an 18-month term, to subscribe for an additional 10 million new shares at an exercise price of EUR 2.25 per share. If the options are exercised in full, Mithra would receive additional gross proceeds of EUR 22.5 million, increasing the total gross amount raised from the Private Placement to EUR 42.5 million. Also, as part of the terms of the Private Placement, the Investor will receive additional options, with a five-year term, to subscribe for 10 million new shares, at an exercise price of EUR 2.25 per share. If the additional options are exercised in full, Mithra would receive another EUR 22.5 million, bringing the total cash gross proceeds from the Private Placement to EUR 65 million.
David Horn Solomon, Chief Executive Officer of Mithra, commented: “This successful Private Placement in public equity, provides EUR 20 million immediately — and, potentially, an additional total of up to EUR 22.5 million during the next 18 months, or EUR 45 million over the longer term, subject to the exercise of the options. We believe this addresses the current concerns regarding our ability to secure financing for our operations in the short- to medium-term; it demonstrates Mithra’s strength and ability to raise financing, even during turbulent market conditions. We are grateful for the continuing support of both our existing and new investors. The proceeds will be used to advance development of our promising portfolio of medicines as we execute on our strategy to become a global leader in women’s health. In particular, the funds will support the filing for approval of Donesta®, our next generation Estetrol®-based hormone therapy product candidate in the U.S., as well as other development and corporate expenses.”
Support for the Private Placement
Funds managed by Highbridge Capital Management, LLC (“Highbridge“) and funds managed by Whitebox Advisors, LLC (“Whitebox“, and together with Highbridge, each a “Lender“), which provided a convertible loan facility to Mithra, also supported the deal by agreeing to a 45 day restriction on conversions. In consideration of the Lenders’ support, the terms of the loan facility will be amended, such that the conversion price for the conversion of outstanding principal amounts for Mithra shares will be EUR 2.25 (subject to certain customary anti-dilution and takeover protections), and the interest rate on the outstanding principal will be adjusted to 13%.
Use of proceeds
The Company intends to use the net proceeds of the Private Placement primarily to finance expenses related to: (i) Donesta® (in particular, the support of the New Drug Application (NDA) filing with the United States Food and Drug Administration (FDA) and the organisation of additional Phase 2 clinical studies to support differentiation for treatment of menopause symptoms related to hair, skin and sexual desire); (ii) Estetrol® (in particular, to explore new indications in women’s health, such as in vitro fertilisation (IVF) implantation and exploratory clinical studies on endometrial thickening, as well as the organisation of new pharmacoeconomic Phase 2 and Phase 4 clinical studies to establish safety of E4 (Estelle®/Donesta®) in breast cancer and blood clotting); (iii) Zoreline® (in particular, the organisation of 1-month and 3-month formulation studies); and (iv) general corporate purposes.
The Private Placement comes as part of management’s overarching strategy (communicated in its Letter to Shareholders on 25 May 2023) and in addition to other measures to improve the Company’s financial health and balance sheet that were announced earlier by the Company. These include: the amendments to the loan facility concluded with the Lenders and the subsequent the access to a new tranche of EUR 12.5 million under the facility that was announced on 21 June 2023; the EUR 2.5 million equity raising by the Company through the issuance of 1,136,364 new shares to the Lenders that was completed on 25 May 2023; the sale of 4,221,815 shares of Mayne Pharma Group Limited that was announced on 16 June 2023; the exploring of potential options to maximize the value of the Company’s CDMO facility; and a licensing deal for U.S. marketing rights for Donesta®. The Company could also consider selling additional assets, as and when an opportunity would arise.
The settlement of the Private Placement and issuance of the 10 million new shares are subject to a number of customary conditions, including the application of customary corporate procedures, which are expected to be completed on or about 28 August 2023. All new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with, the existing and outstanding shares of Mithra at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares. As a result of the issuance of new shares in the Private Placement, the Company’s share capital will increase from EUR 42,891,360.13 to EUR 50,212,360.13 and its issued and outstanding shares will increase from 58,587,058 to 68,587,058 shares.
The issuance of the share options will be submitted for approval to a general shareholders’ meeting that will be convened by the Company. The share options will be in registered form, and will in principle be transferable, but will not be admitted to trading or listing on any regulated market. The shares issuable upon exercise of the share options will need to be admitted to admitted to trading and listing on Euronext Brussels. In the event of certain fundamental transactions, the Company will offer to purchase the share options for cash for an amount equal to the Black Scholes Value of the subscription rights. The conditions of the share options will not be adjusted, except in case of (reverse) share splits or a reclassification of shares.
In relation to the Private Placement, the Company has agreed with the Placement Agent to a 90-day standstill period on future share issuances and subject to customary exceptions. The members of the Company’s board and executive management have agreed with the Placement Agent to a market customary 90-day lock-up waivable by the Placement Agent and subject to customary exceptions.