May 13 2011
Biodel Inc. (Nasdaq: BIOD) today announced that it has entered into definitive agreements with a group of institutional investors, including Great Point Partners, LLC and Orbimed Advisors, LLC, to sell approximately 12.2 million shares of its common stock, 1.7 million shares of its Series A Convertible Preferred Stock and warrants to purchase 9.0 million shares of its common stock. These securities are being sold as units, with each unit consisting of one share of common stock and a warrant to purchase 0.65 of a share of common stock. However, certain investors are also purchasing units that consist of one share of Series A Convertible Preferred stock and a warrant to purchase 0.65 of a share of common stock in addition to the units comprised of common stock and a warrant to purchase 0.65 of a share of common stock. The Series A Convertible Preferred Stock is non-voting. Each share of Series A Convertible Preferred Stock is convertible into one share of Biodel'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 Biodel shares of common stock outstanding following conversion.
The investors have agreed to purchase the units for a negotiated price of $2.16 per unit, resulting in gross proceeds to Biodel, before deducting placement agents' fees and estimated offering expenses, of approximately $30 million. The offering is expected to close on or about May 18, 2011, subject to customary closing conditions. William Blair & Company, L.L.C. acted as sole lead placement agent for the offering and JMP Securities LLC acted as co-placement agent.
The per share exercise price of the warrants is $2.48. The warrants will be exercisable beginning on the original date of issuance and will expire on the date that is five years after the original issuance date.
SOURCE Biodel Inc.