NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information
Motif Bio plc (AIM: MTFB), the clinical stage biopharmaceutical company specialising in developing novel antibiotics, announces that it has re-negotiated the terms of the 1 April 2015 convertible promissory notes (“CPNs”), $1,471,700 held by Amphion Innovations plc (“Amphion”) and $2,079,085 by its subsidiary Amphion Innovations US Inc (“Amphion US”) (together, the “Noteholders”).
Under the original terms of the CPNs, the Noteholders were entitled to convert all of the outstanding principal and interest at $0.2447 (the “Conversion Price”) at any time following maturity at 31 December 2016 (the “Maturity Date”). At the Maturity Date, the Company would have accrued $441,185 in interest cost under the CPNs. If this interest were fully converted at the Conversion Price, the Company would have been required to issue over 1.8 million ordinary shares with a value in excess of $1.2 million based on the Company’s closing share price and exchange rates on 7 September 2016. Instead, the Company has paid $314,146 in cash, and agreed with the Noteholders to issue 409,000 ordinary shares to Amphion in full satisfaction of the interest payments through to Maturity Date. All further payments of principal will be through the issuance of ordinary shares or ADSs (at the Company’s election) at the Conversion Price and the Noteholders will also be granted a right to convert prior to maturity date.
In addition, the Company has entered into an agreement with Amphion to provide certain corporate services such as investor relations, back office and accounting functions (the “Consultancy Agreement”). Under the terms of the Consultancy Agreement, which is conditional on the Company listing on NASDAQ, Amphion would provide the services for a minimum term of 12 months for a fee of $15,500 per month.
Related party transactions
Richard Morgan and Robert Bertoldi, non-executive Chairman and executive director of the Company respectively, are also directors of Amphion (the “Amphion Directors”). Amphion is also a substantial shareholder of Motif Bio. The amendments to the terms of the CPNs with Amphion and Amphion US and the entering into the Consultancy Agreement with Amphion therefore constitute “related party transactions” under the AIM Rules.
The Directors, other than the Amphion Directors, consider, having consulted with the Company’s nominated adviser, Zeus Capital, that the terms of both the amendments to the CPNs and the Consultancy Agreement are fair and reasonable insofar as the Company’s shareholders are concerned.
A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy these securities be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these 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 such state or jurisdiction.
Motif Bio plc
Graham Lumsden, Chief Executive Officer
Zeus Capital Limited (Nominated Advisor and Broker)
Phil Walker / Giles Balleny
+44 (0) 20 3829 5000
Northland Capital Partners Limited (Broker)
Patrick Claridge / David Hignell
John Howes / Rob Rees (Broking)
+44 (0) 207 382 1100
Walbrook PR Ltd. (Public and Investor Relations)
Paul McManus / Mike Wort
Main: +44 (0)20 7933 8780
Paul: +44 (0)7980 541 893
Mike: +44 (0)7900 608 002
MC Services AG (European IR)
+49 (0) 89 210 2280
About Motif Bio
Motif Bio is a clinical-stage biopharmaceutical company, engaged in the research and development of novel antibiotics designed to be effective against serious and life-threatening infections in hospitalized patients caused by multi-drug resistant bacteria. Our lead product candidate, iclaprim, is being developed for the treatment of acute bacterial skin and skin structure infections (ABSSSI) and hospital acquired bacterial pneumonia (HABP), including ventilator associated bacterial pneumonia (VABP), which is often caused by MRSA (methicillin resistant Staphylococcus aureus). We are currently enrolling and dosing patients in two global Phase 3 clinical trials with an intravenous formulation of iclaprim, for the treatment of ABSSSI, which are expected to be completed in 2017.