DARA BioSciences Signs Definitive Agreement to Raise $1.7 Million in Registered Direct Offering
RALEIGH, N.C., Jan. 18, 2012 (GLOBE NEWSWIRE) -- DARA BioSciences, Inc. (Nasdaq:DARA) today announced that it has entered into a definitive agreement with one institutional investor providing for the sale of $1.7 million of shares of Series B convertible preferred stock (which are convertible into a total of 1,238,616 shares of common stock) and warrants to purchase 619,308 shares of common stock. Subject to certain ownership limitations, the Series B preferred stock is convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.3725 per share. The transaction is expected to close on or about January 20, 2012, subject to satisfaction of customary closing conditions.
The warrants represent the right to acquire shares of common stock at an exercise price of $1.31 per share, which was above the closing price of the Company's common shares on the NASDAQ Capital Market on January 13, 2012, and will expire on the fifth anniversary following the date of issuance.
Ladenburg Thalmann & Co., Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE AMEX:LTS), acted as the exclusive placement agent for this offering.
The securities described above are being offered pursuant to a shelf registration statement (File No. 333-173098), which was declared effective by the United States Securities and Exchange Commission ("SEC") on April 19, 2011. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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. When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov or by request at Ladenburg Thalmann & Co., Inc, 4400 Biscayne Blvd., 14th Floor, Miami, Florida 33137.
Safe Harbor Statement
All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to factors that could cause actual results to differ materially for DARA from those projected. Those factors include risks and uncertainties relating to the closing of the offering, DARA's current cash position and its need to raise additional capital in order to be able to continue to fund its operations, risks and uncertainties relating to the potential delisting of DARA's common stock from the NASDAQ Capital Market, risks and uncertainties relating to DARA's ability to successfully integrate Oncogenerix, risks and uncertainties relating to DARA's ability to commercialize and generate revenues or profits from Soltamox® or other products given DARA's lack of a current sales force and lack of history as a revenue-generating company, FDA and other regulatory risks relating to DARA's ability to market Soltamox® in the US or elsewhere, risks and uncertainties relating to DARA's ability to develop and bring new products to market as anticipated, the current regulatory environment in which the company develops and sells its products, the market acceptance of those products, dependence on partners, successful performance under collaborative and other commercial agreements, competition, the strength of DARA's intellectual property, the intellectual property of others, and other risk factors identified in the documents DARA has filed, or will file, with the Securities and Exchange Commission ("SEC"). Copies of DARA's filings with the SEC may be obtained from the SEC Internet site at http://www.sec.gov. DARA expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward -looking statements contained herein to reflect any change in DARA's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. DARA BioSciences and the DARA logo are trademarks of DARA BioSciences, Inc.
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Investor Contact: DARA BioSciences, Inc. Lynn Morris 919.872.5578