Celcuity announces $150M convertible notes and $75M stock offerings
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Celcuity Inc. (NASDAQ: CELC) announced proposed underwritten public offerings of $150 million in convertible senior notes due 2031 and $75 million in common stock shares, according to a press release statement.
The clinical-stage biotechnology company granted underwriters 30-day options to purchase an additional $22.5 million in convertible notes and $11.25 million in common stock to cover over-allotments.
The convertible notes will be unsecured senior obligations with semi-annual interest payments. The notes mature August 1, 2031, unless converted, redeemed or repurchased earlier. Upon conversion, Celcuity will pay cash, common stock shares or a combination at its discretion.
Celcuity plans to use net proceeds to pay for capped call transactions and for working capital and general corporate purposes, including clinical trial expenditures, commercial launch expenditures, research and development, capital expenditures and business development activities.
The company expects to enter capped call transactions with underwriters or affiliates to reduce potential dilution from note conversions and offset cash payments exceeding principal amounts of converted notes.
Neither offering's closing is conditioned on the other. The offerings remain subject to market conditions with no assurance regarding completion, timing, size or final terms.
Jefferies, TD Cowen and Leerink Partners serve as joint book-running managers for both offerings. LifeSci Capital acts as lead manager for the convertible notes offering and passive bookrunner for the stock offering.
Celcuity develops targeted therapies for solid tumor treatments. Its lead candidate gedatolisib is a PI3K and mTORC1/2 inhibitor currently in Phase 3 trials for breast cancer and Phase 1/2 trials for prostate cancer.
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