RALEIGH, NC – BioDelivery Sciences International, Inc. announces that it has received definitive commitments from institutional investors (including existing investors of the company) for an at market registered direct financing yielding gross proceeds of $40 million to BDSI. The financing is expected to close on December 3, 2012, subject to customary closing conditions.
Under the terms of subscription agreements entered into with the investors, BDSI will sell an aggregate of 6,791,887 shares of its common stock at a price equal to $4.21 per share, and 2,709,300 shares of newly designated Series A Convertible Preferred Stock (Series A Preferred) at a price of $4.21 per share. The shares of common stock and Series A Preferred are being sold at the consolidated closing bid price of BDSI’s common stock on November 27, 2012.
The Series A Preferred is being used in the financing as an accommodation to those investors who desire to not own in excess of 9.98% of BDSI’s outstanding voting securities following the financing. The Series A Preferred is non-voting and carries a liquidation preference of $0.001 per share. Each share of Series A Preferred is convertible into one share of BDSI’s common stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.98% of the total number of BDSI shares of common stock outstanding following conversion.
Proceeds from this financing are expected to be used to fund completion of the Phase 3 clinical development program for BEMA Buprenorphine for chronic pain and progress BEMA Buprenorphine/Naloxone (BNX) for opioid dependence to the submission of a New Drug Application (NDA). As it relates to BEMA Buprenorphine for chronic pain, these proceeds, along with cash on hand, should allow BDSI to reach the next set of milestone payments associated with the clinical development program under the company’s commercialization agreement with Endo Health Solutions (Endo). The proceeds will also assist in strengthening BDSI’s balance sheet for licensing negotiations regarding BNX or the funding of early commercialization efforts should the company choose to market BNX itself. Finally, the proceeds also allow BDSI to continue to explore other avenues for adding to its pipeline as well as to support ongoing operations.
William Blair & Company, L.L.C. acted as the sole lead placement agent for the offering. JMP Securities LLC and Roth Capital Partners, LLC acted as co-placement agents for the offering, and Brinson Patrick Securities Corporation and Ladenburg Thalmann & Co. Inc. acted as financial advisors to BDSI.