aibioAnaptysBio files $500,000,000 shelf with a $100,000,000 stock sales program
Tickers ANAB
AnaptysBio's new shelf replaces one that expires January 11, 2025, and its $100,000,000 sales program with TD Securities (USA) LLC could sell up to 4,819,277 shares at $20.75 each, with immediate dilution of $15.59 per share for new buyers.
Key facts
- Company
- AnaptysBio, Inc. (NASDAQ: ANAB)
- News type
- Financings
- Primary source
- AnaptysBio, Inc. S-3 (2024-11-05)
AnaptysBio, Inc. (Nasdaq: ANAB) filed a Form S-3 shelf registration statement on November 5, 2024. The shelf covers up to $500,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units, to be offered from time to time. Alongside it, the company entered into a sales agreement with TD Securities (USA) LLC, which the filing calls TD Cowen, for up to $100,000,000 of common stock sold at the market.
The shelf it replaces
The company's current shelf, File No. 333-261953, first became effective on January 11, 2022 and expires on January 11, 2025. Under a prior sales agreement with Cowen and Company, LLC, the company could sell up to $150,000,000 of stock through Cowen as sales agent. The filing says that as of its date the company had not sold any stock under that agreement, leaving up to $150,000,000 available. The prior sales agreement terminates when the new registration statement becomes effective.
The sales program
Shares would be sold at the market through TD Cowen as sales agent. TD Cowen is not required to sell any specific number or dollar amount of stock. It will act using commercially reasonable efforts, on terms agreed with the company. Its commission is up to 3.0% of gross proceeds. No funds are placed in escrow. The filing says TD Cowen will be deemed an underwriter under the Securities Act for these sales, and the company has agreed to indemnify it against certain liabilities.
The filing describes TD Cowen and its affiliates as having provided, and possibly providing in the future, investment banking and other financial services to AnaptysBio, for which they have received or may receive customary fees. Fenwick & West LLP of Seattle, Washington is named as counsel to the company.
Price and dilution
The last reported sale price on the Nasdaq Global Select Market was $20.75 per share on November 13, 2024. The filing's dilution table assumes that 4,819,277 shares are sold at that price. On that assumption, the filing says new investors would suffer immediate dilution of $15.59 per share. It also says the number of shares actually issued will vary with the sales price. Net tangible book value was approximately $84.4 million, or $2.77 per share, at September 30, 2024, and the filing puts the as adjusted figure at $182.0 million, or $5.16 per share, after a full $100 million of sales.
The company had 30,428,682 shares outstanding as of September 30, 2024. It also had 5,957,416 shares issuable on exercise of outstanding options, at a weighted-average exercise price of $25.33 per share. That average exercise price is above the $20.75 reference price. Any new sales would add shares on top of those already outstanding and those that could be issued on exercise.
Use of proceeds
The company says it intends to use the net proceeds primarily for general corporate purposes. Those may include funding research, clinical and process development and manufacturing of its product candidates.
The pipeline and the partner
AnaptysBio describes itself as a clinical-stage biotechnology company focused on immunology therapies for autoimmune and inflammatory diseases. Its lead programs target co-inhibitory receptors. Rosnilimab, a PD-1 agonist, is in a Phase 2b trial in moderate-to-severe rheumatoid arthritis and a Phase 2 trial in moderate-to-severe ulcerative colitis. ANB032, a BTLA agonist, is in a Phase 2b trial. Etokimab, an anti-IL-33 antagonist, is described as Phase 2/3 ready. The filing reports no results from any of these trials.
The company also discovered therapeutic antibodies that it licensed to GlaxoSmithKline, Inc. in an immuno-oncology financial collaboration. These include Jemperli (dostarlimab-gxly), an anti-PD-1 antagonist, and cobolimab, an anti-TIM-3 antagonist. The company says it recognizes revenue from milestones and royalties under that collaboration. The filing does not say how much of its revenue those payments represent.
AnaptysBio was incorporated in Delaware in November 2005, and it is a smaller reporting company.
The shelf and the supplement give no cash, net loss or revenue figures for AnaptysBio. They incorporate its periodic reports by reference.