Oct. 7, 2009 (Business Wire) -- ARYx Therapeutics, Inc. (NASDAQ:ARYX), a biopharmaceutical company, today announced that it has secured a committed equity financing facility under which it may sell up to $35 million of shares of its common stock to Commerce Court Small Cap Value Fund, Ltd. (“Commerce Court”) over a 24 month period. The maximum number of shares that can be sold by ARYx is specified in the agreement. ARYx is not obligated to utilize any of the $35 million facility and remains free to enter into and consummate other equity and debt financing transactions.
ARYx will determine, at its sole discretion, the timing, dollar amount and floor price per share for any draw under this facility, subject to certain conditions. When and if ARYx elects to use the facility, the number and price of shares sold in each draw will be determined by a contractual formula, whereby ARYx will sell newly-issued shares to Commerce Court at a pre-negotiated discount to the volume weighted average price of ARYx's common stock over a preceding period of trading days. The actual amount of funds that can be raised under this agreement will be dependent on the number of shares actually sold under the agreement and the market value of ARYx’s stock during the pricing periods of each sale.
Reedland Capital Partners, an Institutional Division of Financial West Group, will act as placement agent and receive a fee for its services at the time of any draw under the facility.
As payment of a portion of Commerce Court’s fees in connection with the facility, ARYx agreed to issue to Commerce Court 114,200 shares of its common stock upon at the outset of the agreement. The issuance of these securities is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act’), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(2) and Regulation D of the Securities Act.
ARYx intends to use the proceeds from any future sale of securities under the facility for general corporate purposes in support of its on-going partnering activities on ARYx’s advanced development-stage compounds.
"This equity line provides us the continued assurance that ARYx will be able to complete the licensing of our products with the right partners on the most favorable terms,” said Dr. Paul Goddard, chairman and chief executive officer of ARYx.
The shares of ARYx's common stock issued and issuable under the facility with Commerce Court have not been registered under the Securities Act. Accordingly, these securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.
