-- Under the terms of the agreement, Corcept has access to up to $60
million from Kingsbridge in exchange for newly-issued shares of Corcept's
common stock for a period of up to three years after the Securities and
Exchange Commission declares effective the registration statement to be
filed by Corcept covering the resale of the shares of common stock issuable
in connection with the CEFF and the shares of common stock underlying the
warrant discussed below.
-- Corcept can access capital under the CEFF in tranches of up to 1.25%
of Corcept's market capitalization at the time of the initiation of the
draw down period, or, at Corcept's option, the lesser of (a) 2.5% of
Corcept's market capitalization at the time of the initiation of the draw
down period, and (b) an alternative draw down amount as defined in the
agreement; provided, however, that in no event may the maximum draw down
amount exceed $10 million per tranche, subject to certain conditions.
-- Each tranche will be issued and priced over an eight-day pricing
period. Kingsbridge will purchase shares of common stock pursuant to the
CEFF at discounts ranging from 6% to 10%, depending on the volume weighted
average price of the common stock during the eight-day pricing period,
provided that the minimum acceptable purchase price for any shares to be
issued to Kingsbridge during the eight-day period is determined by the
higher of $1.50 or 90% of Corcept's common stock closing price the day
before the commencement of each draw down.
-- Throughout the term of the agreement, Kingsbridge has agreed that
neither it, nor any of affiliates, will enter into or execute a short sale
of any of Corcept's securities.
-- Corcept is not obligated to utilize any of the $60 million available
under the CEFF and there are no minimum commitments or minimum use
penalties. The CEFF agreement does not contain any restrictions on
Corcept's operating activities, automatic pricing resets or minimum market
volume restrictions.
-- The agreement does not prohibit Corcept from conducting additional
debt or equity financing, other than financings similar to the CEFF and
other future priced securities.
-- In connection with the CEFF, Corcept issued a warrant to Kingsbridge
to purchase up to 330,000 shares of common stock at an exercise price of
$3.525 per share which represents a 125% premium over the average of the
closing bid prices of Corcept's common stock during the 5 trading days
preceding the signing of the agreement. The warrant will become exercisable
after the six month anniversary of the date of the agreement. The warrant
will remain exercisable, subject to certain exceptions, until five years
after the date it becomes exercisable.
The warrant issued to Kingsbridge and the shares of common stock issuable
under the CEFF, and the shares issuable upon the exercise of the warrant,
have not been registered under the Securities Act, or state securities
laws, and may not be offered or sold in the United States without being
registered with the SEC or through an applicable exemption from SEC
registration requirements. Corcept has agreed to file a registration
statement with the SEC covering the resale of the shares issuable under the
CEFF and the shares issuable upon the exercise of the warrant within 60
days of the date of the agreement.
Corcept intends to use the proceeds of these financings to conduct its new
Phase 3 clinical trial evaluating CORLUX® for the treatment of the
psychotic features of psychotic depression, to conduct a Phase 3 clinical
trial for CORLUX for the treatment of Cushing's Syndrome, to conduct
clinical trials to further evaluate the management of weight gain induced
by antipsychotic medications, to continue development of its proprietary,
selective GR-II antagonists and for general corporate purposes, including
working capital.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of any of the securities
referred to in this news release in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state. Any offering of
Corcept Therapeutics Incorporated common stock under the resale
registration statements referred to in this news release will be made only
by means of a prospectus.
Statements made in this news release, other than statements of historical
fact, are forward-looking statements. Such statements include, without
limitation, the projected date for the filing of registration statements
for resale of the shares referred to in this news release, the projected
use of the proceeds from the financings referred to in this news release
and the estimation of funds that might be raised under the CEFF.
Forward-looking statements are subject to a number of known and unknown
risks and uncertainties that might cause actual results to differ
materially from those expressed or implied by such statements. These and
other risk factors are set forth in Corcept's SEC filings, all of which are
available from our website (www.corcept.com) or from the SEC's website
(www.sec.gov). We disclaim any intention or duty to update any
forward-looking statement made in this news release.
Contact Information: CONTACT: Joseph K. Belanoff, M.D. Chief Executive Officer Corcept Therapeutics 650-327-3270 www.corcept.com