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.
About Arno Therapeutics
Arno Therapeutics is a clinical-stage biopharmaceutical company
developing innovative products for the treatment of cancer. Arno has
exclusive worldwide rights to develop and market three innovative
clinical-stage anti-cancer product candidates with unique mechanisms of
action. These compounds are in preclinical or clinical testing as
potential best- or first-in-class products to treat hematologic
malignancies and solid tumors. For more information about the company,
please visit www.arnothera.com.
Forward-Looking Statements: This press release contains
forward-looking statements that involve substantial risks and
uncertainties. These statements are often, but not always, made through
the use of words or phrases such as "anticipates," "expects," "plans,"
"believes," "intends," and similar words or phrases. These
forward-looking statements include, without limitation, statements
regarding the timing, progress and anticipated results of the clinical
development of onapristone, and Arno's strategy, future operations,
outlook, milestones, future financial position, future financial
results, plans and objectives. We may not actually achieve these plans,
intentions or expectations and Arno cautions investors not to place
undue reliance on our forward-looking statements. Actual results or
events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make.
Various important factors could cause actual results or events to differ
materially from the forward-looking statements that we make. Such
factors include, among others, risks that the results of clinical trials
will not support our claims or beliefs concerning the effectiveness of
onapristone or any of our other product candidates, our ability to
finance the development of our product candidates, regulatory risks, and
our reliance on third party researchers and other collaborators.
Additional risks are described in the company's Annual Report on Form
10-K for the year ended December 31, 2011 and Quarterly Report on Form
10-Q for the quarter ended September 30, 2012. Arno is providing this
information as of the date of this press release and does not undertake
any obligation to update any forward-looking statements as a result of
new information, future events or otherwise.
Arno Therapeutics, Inc.
Glenn Mattes, 862-703-7176