SAN MATEO, Calif., Dec. 26 /PRNewswire-FirstCall/ -- NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical company focused on developing novel pain management therapies, today announced that on December 23, 2007 it entered into a securities purchase agreement in connection with a private placement to a group of institutional accredited investors and, subject to standard closing conditions, will receive approximately $25 million in gross proceeds from the sale of 4,020,910 shares of its common stock at a purchase price of $6.18 per share, the last closing price prior to signing of NGSX common stock on the NASDAQ Global Market, and the issuance of five-year warrants to purchase 1,206,273 additional shares of NGSX common stock at an exercise price of $8.034 per share. The warrants were purchased at a price per underlying share of $0.125.
Pacific Growth Equities, LLC served as the exclusive placement agent for the transaction.
The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. NeurogesX has agreed to file a registration statement with the Commission covering the resale of the shares of common stock, including shares of common stock issuable upon exercise of the warrants, sold in the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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.
About NeurogesX, Inc.
NeurogesX (Nasdaq: NGSX) is a biopharmaceutical company focused on developing novel pain management therapies. Its initial focus is on chronic peripheral neuropathic pain, including postherpetic neuralgia (PHN), painful HIV-distal sensory polyneuropathy (HIV-DSP) and painful diabetic neuropathy. NeurogesX' late stage product portfolio is led by its product candidate NGX- 4010, a dermal patch designed to manage pain associated with peripheral neuropathic pain conditions, that the company believes offers significant advantages over other pain therapies. Three Phase 3 clinical trials with NGX- 4010 have been completed and have met their primary endpoints, two in PHN and one in painful HIV-DSP.
Safe Harbor Statement
This press release contains forward-looking statements for purposes of
the Private Securities Litigation Reform Act of 1995 (the "Act"). NeurogesX
disclaims any intent or obligation to update these forward-looking
statements, and claims the protection of the Safe Harbor for
forward-looking statements contained in the Act. Examples of such
statements include, but are not limited to, the expected closing of the
private placement and the expected benefits of NeurogesX' potential
products, including its lead product candidate NGX-4010. Such statements
are based on management's current expectations, but actual results may
differ materially due to various risks and uncertainties, including, but
not limited to, the ability to meet certain closing conditions of the
private placement; past results of clinical trials may not be indicative of
future clinical trials results; NeurogesX' product candidate may have
unexpected adverse side effects or inadequate therapeutic efficacy;
positive results in clinical trials may not be sufficient to obtain FDA or
European regulatory approval; physician or patient reluctance to use
NGX-4010, if approved, or the inability of physicians to obtain sufficient
reimbursement for such procedures; potential alternative therapies;
maintaining adequate patent or trade secret protection without violating
the intellectual property rights of others; and other difficulties or
delays in clinical development, obtaining regulatory approval, market
acceptance and commercialization of NGX- 4010 and the advantages of
NGX-4010 over other pain therapies. For further information regarding these
and other risks related to NeurogesX' business, investors should consult
NeurogesX' filings with the Securities and Exchange Commission.
NeurogesX The Ruth Group
Stephen Ghiglieri Investors / Media
(650) 358-3310 Stephanie Carrington / Jason Rando
email@example.com (646) 536-7017 / 7025
|SOURCE NeurogesX, Inc.|
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