ROCKVILLE, Md., June 28, 2011 /PRNewswire/ -- EntreMed, Inc. (Nasdaq: ENMD) announced today that it has entered into a standby equity distribution agreement ("SEDA"), with YA Global Master SPV Ltd. ("YA Global"), a fund managed by Yorkville Advisors, LLC ("Yorkville"). Under the SEDA, EntreMed has the option, at its sole discretion, to sell, from time to time, up to $7.5 million of common stock to YA Global. Concurrent with the signing of the SEDA, the Company agreed to sell shares to YA Global and will receive gross proceeds of $1.1 million on or about June 29, 2011.
Under the terms and conditions of the SEDA, the Company has the right, but not the obligation, to sell, and YA Global will be obligated to purchase, up to $7.5 million of common stock in tranches, at the Company's sole discretion, over the course of 36 months. The pricing of the shares for the initial drawdown and any future drawdowns will be based on 97% of the five-day trailing volume weighted average price preceding the sale of any tranche of stock. The number of shares for the initial drawdown of $1.1 million will be determined in accordance with the SEDA and settled in shares in equal amounts over the next five weeks.
Michael M. Tarnow, EntreMed's Executive Chairman, commented on the transaction, "At the recent American Society of Clinical Oncologists (ASCO) annual meeting, clinical investigators presented data regarding ENMD-2076 in the treatment of ovarian cancer. The data demonstrates activity for this difficult disease. This financing vehicle provides us with additional liquidity and the ability to move forward with our clinical development plans. In the coming weeks we will have the final data from the current Phase II trial and we are currently evaluating our strategies for the next clinical evaluation of ENMD-2076."In connection with the execution of the SEDA, EntreMed paid Yorkville a one-time fee of $26,000 and issued YA Global 39,741 shares of common stock as a commitment fee. The SEDA permits EntreMed to terminate the agreement at any time, subject to the advance notice provision, and to pursue any other financing alternatives available to the Company. The Company intends to use the net proceeds from the initial advance, which are expected to be approximately $1.0 million after deducting the offering expenses, including fees paid to Yorkville and to Ferghana Securities, Inc., the Company's financial advisor, for working capital. These securities are being offered through a prospectus supplement and accompanying base prospectus pursuant to the Company's effective shelf registration statement, previously filed and declared effective by the Securities and Exchange Commission (the "SEC"). The prospectus supplement related to the offering will be filed with the SEC. Copies of the final prospectus supplement and accompanying base prospectus can be obtained at the SEC's website at www.sec.gov. This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale of the 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 state.