La Jolla Pharmaceutical Company (OTCBB: LJPC) (the "Company”) announced
today that the Company has entered into definitive agreements with
institutional investors and affiliates for a private placement of common
stock, convertible preferred stock and warrants to purchase convertible
preferred stock totaling up to $16.3 million in gross proceeds. The
transaction is expected to close on or about May 25, 2010, subject to
customary closing conditions. Proceeds of the financing will be used to
evaluate potential pharmaceutical products for in-licensing or
acquisition and to pursue potential development opportunities for
Riquent in light of recent renewed interest in pharmaceutical products
being developed by other companies for the treatment of Systemic Lupus
Erythematosus (SLE), among other uses.
Summary of Financial Terms
The Company is selling approximately 29.0 million shares of common stock
and 5,134 shares of convertible preferred stock in the initial closing,
for aggregate gross proceeds of approximately $6.0 million. The
investors will also receive a three-year warrant to purchase, for cash,
an additional 10,268 shares of convertible preferred stock for an
aggregate exercise price of approximately $10.3 million. The investors
will be required to exercise the warrants and purchase the additional
shares of convertible preferred stock in the event that the Company
consummates a strategic transaction approved by the investors.
Each share of convertible preferred stock will be initially convertible
into shares of the Company’s common stock at a conversion rate of 66,667
shares of common stock per share of preferred stock that is converted.
This conversion rate will be subject to upward adjustment under certain
circumstances. The convertible preferred stock will bear a dividend of
15% per annum, payable semi-annually in additional shares of convertible
preferred stock. The convertible preferred stock is subject to
redemption if the Company does not consummate a strategic transaction
approved by the investors within nine months of the initial closing. The
Company will be required to obtain the vote of the holders of the
convertible preferred stock prior to taking certain corporate actions.
At the initial closing, the investors will also receive an additional
three-year warrant to purchase, for cash or on a cashless basis, an
additional 5,134 shares of convertible preferred stock for an aggregate
exercise price of approximately $5.1 million, if exercised on a cash
basis; the Company will receive no cash proceeds and issue fewer shares
if the warrants are exercised on a cashless basis. In addition, if the
investors purchase the additional 10,268 shares of preferred stock that
must be purchased for cash, they will receive an additional three-year
warrant to purchase, for cash or on a cashless basis, an additional
10,268 shares of preferred stock on the same terms as provided in the
cashless warrants issued at the initial close.
The Company is required to seek stockholder approval in order to secure
sufficient shares of common stock to allow for the conversion of the
convertible preferred stock. The Company has also agreed to certain
limitations on its spending until a strategic transaction is consummated.
Additional terms of this transaction will be disclosed on a Form 8-K to
be filed by the Company.
This press release is not an offer to sell or the solicitation of an
offer to buy, nor shall there be any sales of the securities in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. The securities were offered in a private
placement under Section 4(2) and Regulation D under the Securities Act
of 1933, as amended (the "Act”). The securities referenced herein have
not been registered under the Act, or any state securities laws, and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
About La Jolla Pharmaceutical Company
La Jolla Pharmaceutical Company is a biopharmaceutical company dedicated
to improving and preserving human life by acquiring and developing
innovative pharmaceutical products. The Company has historically focused
on the development and testing of Riquent as a treatment for lupus
nephritis. The Phase 3 clinical trial for Riquent, called the "ASPEN”
study, was terminated in February 2009, after the Independent Data
Monitoring Board for the ASPEN study informed the Company that they had
completed the first interim efficacy analysis and determined that
continuing the study was futile. Although continuing the ASPEN study was
determined to be futile with respect to the clinical endpoints, Riquent
did demonstrate a statistically significant, dose dependent reduction in
antibodies to double-stranded DNA when compared to placebo and appeared
to be well tolerated. No clinical development activities are ongoing,
and the Company is assessing whether there is any potential for further
development of Riquent.
Forward-Looking Statement Safe Harbor
This document contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future results of
operation. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, which may cause actual
results to be materially different from these forward-looking
statements. The Company cautions readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date
they were made. Certain of these risks, uncertainties, and other factors
are described in greater detail in the Company’s filings from time to
time with the SEC, including the Current Report on Form 8-K to be filed
with a complete description of the terms of this financing, which the
Company strongly urges you to read and consider, all of which are
available free of charge on the SEC’s web site at http://www.sec.gov.
These risks include, but are not limited to, risks relating to the
ability to consummate a strategic transaction within the nine month
period following closing, the ability to secure the maximum offering
proceeds, and risks arising out of covenants and control rights granted
to investors in the offering. Subsequent written and oral
forward-looking statements attributable to the Company or to persons
acting on its behalf are expressly qualified in their entirety by the
cautionary statements set forth in the Company’s reports filed with the
SEC. The Company expressly disclaims any intent to update any
forward-looking statements.
