Common stock offered by us
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6,550,000 shares, or 7,532,500 shares if the underwriters exercise their over-allotment option in full. | |
Common stock to be outstanding after this offering
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31,051,055 shares, or 32,033,555 shares if the underwriters exercise their over-allotment option in full. | |
Initial public offering price per share
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$11.00 per share. This represents a price per share below the estimated price range of $15.00 to $17.00 indicated in the Preliminary Prospectus. | |
Potential purchases by existing stockholders
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Certain of our existing stockholders have committed to purchase up to an aggregate of 1,803,791 shares of our common stock in this offering at the initial public offering price through our directed share program. The underwriters will not receive any underwriting discount or commission in connection with the sale of these shares to our existing stockholders. The following table sets forth the number of shares these existing stockholders have committed to purchase through our directed share program and the number of shares and percentage of common stock they would beneficially own after the offering: |
Percentage | |||||||||||||||||
Number of | of Common | ||||||||||||||||
Shares | Stock | ||||||||||||||||
Shares to be | Beneficially | Beneficially | |||||||||||||||
Purchased in | Owned After | Owned After | |||||||||||||||
Beneficial Owner | Offering | Offering | Offering | ||||||||||||||
BAVP, LP
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363,636 | 4,863,094 | 15.66 | % | |||||||||||||
Domain Associates, L.L.C.
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378,028 | 4,877,477 | 15.71 | % | |||||||||||||
Intersouth Partners
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378,028 | 4,877,480 | 15.71 | % | |||||||||||||
Polaris Venture Partners
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378,028 | 4,877,481 | 15.71 | % | |||||||||||||
Venrock Associates
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306,071 | 3,949,070 | 12.72 | % | |||||||||||||
Use of proceeds
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We estimate that we will receive net proceeds of approximately $66.3 million from the sale of the shares of common stock in this offering, based on the initial public offering price of $11.00 per |
share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $76.3 million. We anticipate using the net proceeds from this offering as follows: |
| approximately $13.4 million to complete the clinical development and registration of Iluvien for DME; | ||
| $25.0 million to pay a milestone payment to pSivida US, Inc. upon the FDA approval of Iluvien; and | ||
| the balance of $27.9 million to commence the commercial launch of Iluvien, to continue to develop our product pipeline and for working capital and other general corporate purposes. |
In addition, to the extent that the underwriters over-allotment option is exercised in full, we anticipate using $15.0 million to repay indebtedness to pSivida US, Inc. and $175,000 to repay interest accrued on the indebtedness to pSivdia US, Inc. as of April 21, 2010. | ||
Dilution
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After giving effect to our sale in this offering of 6,550,000 shares of our common stock at the initial offering price of $11.00 per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2009 would have been approximately $75.9 million, or $2.45 per share of our common stock. This represents an immediate increase in net tangible book value of $2.67 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.55 per share to purchasers of common stock in this offering. If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share after giving effect to this offering would be $2.22 per share, and the dilution in pro forma net tangible book value per share to purchasers of common stock in this offering would be $8.78 per share. Purchasers of common stock in this offering will have purchased approximately 21.1% of our outstanding common stock immediately following the completion of this offering and will have contributed approximately 40.5% of the total consideration paid for our common stock. |
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