Arno Therapeutics, Inc. (ARNI.OB) today announced the closing of a private placement of $12.7 million of convertible debentures (the “Debentures”), which are convertible into shares of common stock at an initial conversion price of $0.30 per share. In connection with the issuance of the Debentures, the Company also issued two series of common stock purchase warrants having terms of five years and 18 months, respectively. The 5-year warrants represent in the aggregate the right to purchase 42.35 million shares of at an exercise price of $0.50 per share, and the 18-month warrants represent the right to purchase 42.35 million shares at an exercise price of $0.30 per share.
The Debentures bear interest at 8% per year and mature on November 26, 2015. The Company may elect to make interest payments in cash, or under certain circumstances, shares of its common stock. The Company may also force conversion of the Debentures under certain circumstances.
The Company intends to use the net proceeds of this financing primarily to fund research and development activities for its onapristone and AR-42 oncology therapeutic programs. Investors in the private placement included institutional and accredited investors, as well as members of the Company’s management and Board of Directors or their affiliates.
The securities offered in the private placement will not be or 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 such registration requirements. The Company has agreed to file a registration statement with the Securities Exchange Commission covering the resale of the shares of common stock issuable upon conversion of the Debentures and exercise of the warrants.
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.