PDS Announces Closing of c. $52m Public Offering

RNS Number : 6127C

NetScientific PLC

22 June 2021

 

NetScientific plc

("NetScientific", the "Group" or the "Company")

PDS Biotech Announces Closing of Approximately $52 Million Public Offering and Full Exercise of Underwriter's Option to Purchase Additional Shares

London, UK - 22 June 2021  - NetScientific plc (AIM: NSCI), the international life sciences and sustainability technology investment and commercialisation Group, announces that its portfolio company, PDS Biotechnology Corporation (Nasdaq: PDSB), announced the closing of its previously announced underwritten public offering of 6,088,235 shares of common stock (inclusive of the 794,117 shares that were sold pursuant to the underwriter's full exercise of its option to purchase additional shares of common stock) at a public offering price of $8.50 per share. Certain insiders, including certain members of the Company's board of directors and executive officers, purchased shares of PDS Biotech common stock in the offering.

The gross proceeds to PDS Biotech from this offering, before deducting underwriting discounts, commissions and other offering expenses were approximately $51.7 million.

1.   The funding from this offering will support the continued development of PDS' lead HPV oncology candidate (PDS0101) in the three Phase II trials currently underway. In addition, depending on the outcome of future discussions with the FDA, this funding may also support a potential registration trial based on PDS0101 in a triple combination therapy detailed at ASCO earlier this month. 

2.   The funding from this offering will also be used to support the clinical development of PDS' pipeline into other non-HPV related cancers as detailed during the presentation at Oncology R&D Day on June 16, 2021. In 2022 PDS plans to advance two additional pipeline products into human clinical testing. Specifically: 

· PDS0102 combines the utility of the Versamune® platform with the proprietary T-cell receptor gamma alternate reading frame protein (TARP), a tumor antigen identified by the National Cancer Institute (NCI) which is strongly associated with breast and prostate cancers. 

· PDS0103 combines the utility of the Versamune® platform with novel highly immunogenic agonist epitopes of the mucin-1 (MUC1) oncogenic C-terminal region. MUC1 is highly expressed in multiple tumor types and has been shown to be associated with drug resistance and poor disease prognosis. 

NSCI invested US$510,000 (c. £363,000) for 60,000 shares of common stock in the New Issue, which will result in its interest in PDS amounting to c. 4.72 per cent.

The full text of the announcement from PDS Biotechnology is reproduced below and is available online here: https://pdsbiotech.com/investors/news-center/press-releases/press-releases1/113-2021-news/539-iotechnologyorporationnnounceslosingofpproxim20210617

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FLORHAM PARK, N.J., June 17, 2021 (GLOBE NEWSWIRE) -- PDS Biotechnology Corporation (Nasdaq: PDSB) ("PDS Biotechnology" or the "Company"), a clinical-stage immunotherapy company developing a pipeline of novel cancer therapies based on the Company's proprietary Versamune^® T-cell activating technology, today announced the closing of its previously announced underwritten public offering of 6,088,235 shares of common stock (inclusive of the 794,117 shares that were sold pursuant to the underwriter's full exercise of its option to purchase additional shares of common stock) at a public offering price of $8.50 per share. Certain insiders, including certain members of the Company's board of directors and executive officers, purchased shares of PDS Biotech common stock in the offering.

The gross proceeds to PDS Biotech from this offering, before deducting underwriting discounts, commissions and other offering expenses were approximately $51.7 million.

Cantor Fitzgerald & Co. acted as the sole book-running manager for the offering.

The shares of common stock described above were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-240011) previously filed with the U.S. Securities and Exchange Commission ("SEC") on July 22, 2020 and declared effective on July 31, 2020, and the accompanying prospectus contained therein. The offering of the shares of common stock was made by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement related to the offering has been filed with the SEC and is available on the SEC's website, located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained by contacting Cantor Fitzgerald & Co., 499 Park Avenue, 4th Floor, New York, NY 10022, Attn: Capital Markets Department, or by email at [e-mail].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About PDS Biotechnology

PDS Biotech is a clinical-stage immunotherapy company developing a growing pipeline of novel cancer therapies based on the Company's proprietary Versamune^® T-cell activating technology platform. Our Versamune^®-based products overcome the limitations of current immunotherapy by inducing in vivo, large quantities of high-quality, highly potent polyfunctional tumor specific CD4+ helper and CD8+ killer T-cells. PDS Biotech has developed multiple therapies, based on combinations of Versamune^® and disease-specific antigens, designed to train the immune system to better recognize diseased cells and effectively attack and destroy them. Our immuno-oncology product candidates are initially being studied in combination therapy to potentially enhance efficacy without compounding toxicity across a range of cancer types. The company's lead investigational cancer immunotherapy product PDS0101 is currently in Phase 2 clinical studies in HPV-associated cancers. The company's pipeline products address various cancers including breast, colon, lung, prostate and ovarian cancers. To learn more, please visit  www.pdsbiotech.com  or follow us on Twitter at @PDSBiotech.

About PDS0101

PDS Biotech's lead candidate, PDS0101, combines the utility of the Versamune^® platform with targeted antigens in HPV-expressing cancers.  In partnership with Merck & Co., PDS Biotech is evaluating a combination of PDS0101 and KEYTRUDA^® in a Phase 2 study in first-line treatment of recurrent or metastatic head and neck cancer. PDS Biotech is also conducting two additional Phase 2 studies in advanced HPV-associated cancers and advanced localized cervical cancer with the National Cancer Institute (NCI) and The University of Texas MD Anderson Cancer Center, respectively.

About PDS0102

PDS0102 combines the utility of the Versamune^® platform with the proprietary T-cell receptor gamma alternate reading frame protein (TARP), a tumor antigen identified by the National Cancer Institute (NCI) which is strongly associated with prostate cancer, breast cancer and AML. The product is in late-stage clinical development and anticipated to enter human clinical trials in 2022.

About PDS0103

PDS0103 combines the utility of the Versamune^® platform with novel and proprietary highly immunogenic agonist epitopes of mucin-1 (MUC1) oncogenic C-terminal region. MUC1 is highly expressed in multiple tumor types and has been shown to be associated with drug resistance and poor disease prognosis. The product is in late-stage clinical development as part of a collaborative research and development agreement with the National Cancer Institute and anticipated to enter human clinical trials in 2022.

Forward Looking Statements

This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning PDS Biotechnology Corporation (the "Company") and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company's management, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," "forecast," "guidance", "outlook" and other similar expressions among others. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the Company's ability to protect its intellectual property rights; the Company's anticipated capital requirements, including the Company's anticipated cash runway and the Company's current expectations regarding its plans for future equity financings; the Company's dependence on additional financing to fund its operations and complete the development and commercialization of its product candidates, and the risks that raising such additional capital may restrict the Company's operations or require the Company to relinquish rights to the Company's technologies or product candidates; the Company's limited operating history in the Company's current line of business, which makes it difficult to evaluate the Company's prospects, the Company's business plan or the likelihood of the Company's successful implementation of such business plan; the timing for the Company or its partners to initiate the planned clinical trials for PDS0101, PDS0203 and other Versamune^® based products; the future success of such trials; the successful implementation of the Company's research and development programs and collaborations, including any collaboration studies concerning PDS0101, PDS0203 and other Versamune^® based products and the Company's interpretation of the results and findings of such programs and collaborations and whether such results are sufficient to support the future success of the Company's product candidates; the success, timing and cost of the Company's ongoing clinical trials and anticipated clinical trials for the Company's current product candidates, including statements regarding the timing of initiation, pace of enrollment and completion of the trials (including our ability to fully fund our disclosed clinical trials, which assumes no material changes to our currently projected expenses), futility analyses, presentations at conferences and data reported in an abstract, and receipt of interim results, which are not necessarily indicative of the final results of the Company's ongoing clinical trials; any Company statements about its understanding of product candidates mechanisms of action and interpretation of preclinical and early clinical results from its clinical development programs and any collaboration studies; the acceptance by the market of the Company's product candidates, if approved; the timing of and the Company's ability to obtain and maintain U.S. Food and Drug Administration or other regulatory authority approval of, or other action with respect to, the Company's product candidates; and other factors, including legislative, regulatory, political and economic developments not within the Company's control, including unforeseen circumstances or other disruptions to normal business operations arising from or related to COVID-19. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company's annual and periodic reports filed with the SEC. The forward-looking statements are made only as of the date of this press release and, except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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For more information, please contact:

NetScientific	Via Walbrook PR
Ilian Iliev, CEO
WH Ireland (NOMAD, Financial Adviser and Broker)
Chris Fielding / Darshan Patel	[phone]
Walbrook PR	[phone] or [e-mail]
Nick Rome / Nicholas Johnson / Paul McManus	07748 325 236 / 07884 664 686 / 07980 541 893

About NetScientific

NetScientific plc (AIM: NSCI) is a holding company, that invests in, develops, commercialises and realises shareholder value in life sciences/healthcare, sustainability and technology companies, which offer significant growth potential predominately in the UK and USA, as well as globally. 

With the acquisition of EMV Capital in August 2020, the Group doubled its portfolio from 8 to 17 companies, either through direct subsidiary, balance sheet investment or capital under advisory, varying from start-up private companies to publicly listed equities. 

NetScientific delivers shareholder returns through a proactive and hands-on management approach to their portfolio companies; identifying, investing in, and helping to build game-changing companies. The Group targets value inflection points and the release of value through partial or full exits from trade sales, public listings, or equity sales. The Company has a strong transatlantic and growing international presence, providing attractive expansion prospects. 

NSCI can deploy a capital-light investment structure; utilising the power of the PLC Brand, and the NetScientific balance sheet to anchor future investments and achieve a multiplier effect by attracting 3rd party investment for the portfolio companies. 

NetScientific is headquartered in London, United Kingdom, and was admitted to trading on AIM, a market operated by the London Stock Exchange, in 2013 (website: netscientific.net ).

 

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