- Company Appoints Vaughn M. Kailian to Board of Directors -
MONTVALE, N.J., Oct. 5 /PRNewswire-FirstCall/ -- Memory Pharmaceuticals
Corp. (Nasdaq: MEMY) today announced that it has entered into a definitive
purchase agreement for a private placement of an aggregate of approximately
28.2 million newly issued shares of common stock at a price of $1.11 per share
to Great Point Partners and MPM Capital, as well as existing institutional
investors and other accredited investors. The Company will also issue
warrants for the purchase of an aggregate of approximately 7.1 million
additional shares of common stock at an exercise price of $1.33 per share to
these investors. The financing will raise gross proceeds of approximately
$32.2 million. Memory Pharmaceuticals intends to use the net proceeds from
the financing to advance its clinical, preclinical and exploratory research
programs and for other working capital and general corporate purposes.
Memory Pharmaceuticals also announced that, concurrent with the closing of
the financing, Vaughn M. Kailian, a General Partner of MPM BioVentures IV, LP,
will be appointed to its Board of Directors. Mr. Kailian previously served as
Vice Chairperson of the Board of Directors of Millennium Pharmaceuticals, Inc.
and was head of the Millennium commercial organization. Prior to that, he
served as Chief Executive Officer, President and Director of COR Therapeutics,
Inc. He is currently a member of the board of BIO Ventures for Global Health
and the New England Healthcare Institute.
The offering is expected to close in two tranches, based on the
applicability of certain Nasdaq rules. The first tranche is expected to close
on or about October 16, 2006 and will result in gross proceeds of
approximately $26.7 million. The closing of the second tranche may be subject
to stockholder approval.
The securities being sold in this private placement 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 (SEC) or an applicable exemption
from the registration requirements. The shares were offered and will be sold
only to qualified institutional investors and a limited number of accredited
investors. Memory Pharmaceuticals has agreed to file a registration statement
with the SEC covering resale of the common stock issued in the private
placement and issuable upon the exercise of the warrants.
This release is not an offer to sell or the solicitation of an offer to
buy the shares of common stock of Memory Pharmaceuticals.
About the Company
Memory Pharmaceuticals Corp., a biopharmaceutical company, is focused on
developing innovative drugs for the treatment of debilitating CNS disorders
such as Alzheimer's disease, schizophrenia, depression and bipolar disorder.
For additional information, please visit our website at
http://www.memorypharma.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that are subject to
risks and uncertainties. All statements, other than statements of historical
facts, regarding management's expectations, beliefs, goals, plans or Memory
Pharmaceuticals' prospects, future financial position, future revenues and
projected costs should be considered forward-looking. Readers are cautioned
that actual results may differ materially from projections or estimates due to
a variety of important factors, including the risks and uncertainties
associated with: obtaining additional financing to support Memory
Pharmaceuticals' R&D and clinical activities and operations; conducting
preclinical and clinical trials of Memory Pharmaceuticals' drug candidates
that demonstrate these candidates' safety and effectiveness; obtaining
regulatory approvals to conduct clinical trials and to commercialize Memory
Pharmaceuticals' drug candidates; Memory Pharmaceuticals' ability to enter
into and maintain collaborations with third parties for its drug development
programs; Memory Pharmaceuticals' dependence on its collaborations and its
license relationship with Bayer; achieving milestones under Memory
Pharmaceuticals' collaborations; Memory Pharmaceuticals' dependence on
third-party preclinical or clinical research organizations, manufacturers and
consultants; and protecting the intellectual property developed by or licensed
to Memory Pharmaceuticals. These and other risks are described in greater
detail in Memory Pharmaceuticals' filings with the Securities and Exchange
Commission. Memory Pharmaceuticals may not actually achieve the goals or
plans described in its forward-looking statements, and investors should not
place undue reliance on these statements. Memory Pharmaceuticals disclaims
any intent or obligation to update any forward-looking statements as a result
of developments occurring after the date of this press release.
SOURCE Memory Pharmaceuticals Corp.
-0- 10/05/2006
/CONTACT: Jzaneen Lalani, Vice President, Legal Affairs of Memory
Pharmaceuticals Corp., +1-201-802-7140; or Laura Perry of Stern Investor
Relations, Inc., +1-212-362-1200, for Memory Pharmaceuticals Corp./
/Web site: http://www.memorypharma.com/
(MEMY)
CO: Memory Pharmaceuticals Corp.; Great Point Partners; MPM Capital
ST: New Jersey
IN: HEA MTC BIO
SU: FNC PER
BK-TU
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6757 10/05/2006 15:54 EDT http://www.prnewswire.com
