Bionomics Limited Announces $70M Private Placement

Bionomics Limited, a clinical-stage biotechnology company specializing in innovative treatments for central nervous system (CNS) disorders, announced a significant securities purchase agreement with an institutional accredited investor. This agreement involves the sale of American Depository Shares (ADS) or pre-funded warrants and accompanying warrants, structured in three tranches.

The initial tranche involves the sale of 1,296,486 ADSs and 6,279,905 pre-funded warrants, with each ADS priced at $0.99. This first phase is projected to bring Bionomics $7.5 million. The subsequent tranches are contingent upon the achievement of specific regulatory and clinical milestones related to Bionomics' PTSD program.

The second tranche, potentially bringing an additional $25 million, hinges on regulatory milestones and could be triggered upon receiving formal correspondence from the FDA or by December 31, 2024. This tranche requires the investor to purchase more ADSs if the company meets certain trading volume and average share price conditions.

The third tranche also could add another $25 million, but it is dependent on achieving specific clinical trial milestones for Bionomics' BNC210 Phase-3 PTSD study. This tranche is set to activate upon the completion of an interim blinded review of the study or by December 31, 2025.

If all tranches are successfully completed, the total gross proceeds from this private placement could amount to approximately $70 million. The initial closing is anticipated around June 3, 2024, subject to customary closing conditions.

Bionomics plans to use the funds from this agreement to further its clinical development pipeline, business development activities, research, development, and other corporate purposes. The first tranche's proceeds, combined with the company's existing cash reserves, are expected to support the operations and capital expenditures through the third quarter of 2025.

The securities involved in this private placement are not registered under the Securities Act of 1933 and cannot be sold in the U.S. without registration or an applicable exemption. Bionomics has committed to filing a resale registration statement with the U.S. Securities and Exchange Commission (SEC) to facilitate the resale of these securities.

Leerink Partners is serving as the exclusive placement agent for this financing. The company's strategic move aims to advance its lead drug candidate, BNC210, designed to treat Social Anxiety Disorder (SAD) and Post-Traumatic Stress Disorder (PTSD). Bionomics also partners with Merck & Co., Inc. on early-stage clinical trials targeting cognitive deficits in Alzheimer's disease and other CNS conditions.

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