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On December 26, 2007, the Company announced that on Sunday, December 23,2007, it entered into a securities purchase agreement in connection with aprivate placement to a group of institutional accredited investors. In theclosings, which occurred on December 26 and January 3, the Company receivedapproximately $25 million in gross proceeds from the sale of 4,020,910 sharesof its common stock at a purchase price of $6.18 per share, the last closingprice prior to signing of NGSX common stock on the NASDAQ Global Market, andthe issuance of five-year warrants to purchase 1,206,273 additional shares ofNGSX common stock at an exercise price of $8.034 per share. The warrants werepurchased at a price per underlying share of $0.125.
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The financing was led by SV Life Sciences, a life sciences-focused venturecapital adviser and manager. SV Life Sciences advised or managed funds investin companies requiring funding within the human life sciences sector includingbiotechnology and pharmaceuticals, medical devices and instruments, healthcareIT and services. SV Life Sciences advises or manages four venture capitalfunds and a publicly traded investment trust with total capital ofapproximately $1.6 billion that invest in life sciences companies at allstages of development. Bruce Peacock, a venture partner at SV Life Sciences,has served as an independent director of NeurogesX, Inc. since August, 2007.
Other participating investors include Deerfield Management and WasatchAdvisors, Inc., and its private equity affiliate, Cross Creek Capital.
Pacific Growth Equities, LLC served as the exclusive placement agent forthe transaction.
The securities sold in the private placement have not been registeredunder the Securities Act of 1933, as amended, or state securities laws and maynot be offered or sold in the United States absent registration with theSecurities and Exchange Commission or an applicable exemption from theregistration requirements. NeurogesX has agreed to file a registrationstatement with the Commission covering the resale of the shares of commonstock, including shares of common stock issuable upon exercise of thewarrants, sold in the private placement.
This press release shall not constitute an offer to sell or thesolicitation of an offer to buy these securities, nor shall there be any saleof these securities in any jurisdiction in which such offer, solicitation orsale would be unlawful prior to the registration or qualification under thesecurities laws of any such jurisdiction.
About NeurogesX, Inc.
NeurogesX (Nasdaq: NGSX) is a biopharmaceutical company focused ondeveloping novel pain management therapies. Its initial focus is on chronicperipheral neuropathic pain, including postherpetic neuralgia (PHN), painfulHIV-distal sensory polyneuropathy (HIV-DSP) and painful diabetic neuropathy.NeurogesX' late stage product portfolio is led by its product candidate NGX-4010, a dermal patch designed to manage pain associated with peripheralneuropathic pain conditions, that the company believes offers significantadvantages over other pain therapies. Three Phase 3 clinical trials with NGX-4010 have been completed and have met their primary endpoints, two in PHN andone in painful HIV-DSP.
Safe Harbor Statement
This press release contains forward-looking statements for purposes of thePrivate Securities Litigation Reform Act of 1995 (the "Act"). NeurogesXdisclaims any intent or obligation to update these forward-looking statements,and claims the protection of the Safe Harbor for forward-looking state
