aibioMonopar Therapeutics agrees to sell 798,655 shares at $23.79 plus pre-funded warrants
Tickers MNPR
The underwritten offering and a concurrent private placement are expected to bring net proceeds of about $37.6 million.
Key facts
- Company
- Monopar Therapeutics Inc. (NASDAQ: MNPR)
- News type
- Financings
- Primary source
- Monopar Therapeutics Inc. 424B5 (2024-12-23)
Monopar agreed on December 20, 2024 to sell 798,655 shares of common stock at $23.79 each in an underwritten registered offering. The price equals the December 19, 2024 last reported sale price. Piper Sandler & Co. is the representative of the underwriters and the sole underwriter and bookrunning manager. The public offering total is $19,000,002.45. Underwriting discounts and commissions are $1,140,000.15, or $1.4274 per share, which leaves $17,860,002.30 before expenses.
The private placement
On the same day, Monopar signed a securities purchase agreement with an institutional and accredited investor, identified only as the Purchaser. The Purchaser agreed to buy pre-funded warrants for 882,761 shares at $23.789 each, which the 8-K says is the public offering price of the shares. The warrants have a $0.001 exercise price and do not expire. Piper Sandler & Co. acted as placement agent for the private placement and is to receive a customary placement fee. The filings give no fee amount, and the Purchaser's name is not disclosed.
The two closings are expected on December 23, 2024, and neither depends on the other. Monopar must file a registration statement for resale of the warrant shares no later than thirty days after the private placement closes.
Together, the offering and the placement are expected to bring in about $37.6 million after underwriting discounts, commissions and estimated expenses.
Baker & Hostetler, LLP is Monopar's counsel on the validity of the shares, and Duane Morris LLP advises the underwriters.
Dilution
Net tangible book value was $4.9 million, or $1.40 per share, on 3,525,079 shares at September 30, 2024. Pro forma, after shares issued since then, it was $4.48 per share. After the offering it would be $61.1 million, or $10.01 per share. That is an immediate increase of $5.53 per share for existing holders, and an immediate dilution of $13.78 per share for new investors.
Alexion and the anti-dilution clause
On October 23, 2024, Monopar licensed ALXN-1840 from Alexion Pharmaceuticals, Inc., part of AstraZeneca Rare Disease. The drug candidate treats Wilson disease and has completed a Phase 3 trial that met its primary endpoint. Monopar paid Alexion 387,329 shares, which were 9.9% of its outstanding stock at the time, under a separate Common Stock Investment Agreement. It also paid $1.0 million in cash at signing, and the remaining $3.0 million is due within 90 days.
The share deal includes an anti-dilution clause. Alexion receives additional shares at no cost to keep its 9.9% stake until Monopar has raised a cumulative $25.0 million of common equity, up to a maximum of 705,015 shares unless stockholders approve more. Monopar says it has raised $20.2 million toward that limit and has issued 522,501 shares to Alexion, made up of the 387,329 initial shares and 135,172 under the clause. Any shares Monopar sells before the limit is reached, including in this offering, trigger more shares for Alexion. A Form S-3 filed November 29, 2024 registers resale of up to 705,015 shares by Alexion.
The pipeline
ALXN-1840 is the late-stage asset. The radiopharmaceutical programs include MNPR-101-Zr, in Phase 1 for imaging advanced cancers, MNPR-101-Lu, in Phase 1a for treatment, and MNPR-101-Ac225, which is late preclinical. The prospectus gives no trial results for the radiopharmaceutical candidates, and it reports no efficacy figures for ALXN-1840 beyond the primary endpoint.
Stock and listing
Monopar and its directors and executive officers agreed to a 60-day lock-up on sales after the offering closes. The company raised money once before in the same quarter: an October 2024 offering at $16.25 a share closed on October 30, 2024 and yielded net proceeds of approximately $17.7 million after placement agent fees and expenses. The stock trades on the Nasdaq Capital Market as MNPR, after a 1 for 5 reverse split effective August 12, 2024.
What the filings leave open
The prospectus gives no cash balance, no runway and no going-concern language. It lists operations, general corporate purposes, research and development, clinical trials and working capital as uses but does not say how the $37.6 million will be split among them, and it names neither the Purchaser nor the placement fee.