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Representing GTx Inc. in IP and Patent Matters

Publications / Oct 01, 2017

Mark Cohen, Senior Partner and Chair of the Life Science Practice Group, represented GTx, Inc. in intellectual property and patent matters, following a $48.5M Private Placement Agreement.

GTx, Inc. (NASDAQ: GTXI) announced last week that it has entered into a definitive securities purchase agreement for the sale of its common stock and warrants to purchase common stock in a private placement that is expected to result in gross proceeds to the Company of approximately $48.5 million, before deducting placement agent and other offering expenses. The financing is being led by CAM Capital, Amzak Health and Aisling Capital with additional participation by Boxer Capital of Tavistock Group and Abingworth BioEquities Master Fund Ltd, as well as other existing institutional and individual investors. Stifel is acting as lead placement agent and Baird is acting as co-placement agent.

Pursuant to the terms of the securities purchase agreement, at the closing of the private placement, GTx will issue and sell 5,483,320 shares of common stock and warrants to purchase up to 3,289,988 additional shares of common stock at a per unit purchase price of $8.845. The warrants will have a per share exercise price of $9.02 and will be exercisable for five years following issuance. The closing of the private placement is subject to the satisfaction of customary closing conditions. The securities purchase agreement and the transactions contemplated thereby were unanimously approved by a special committee comprised of disinterested and independent members of GTx’s board of directors. Additional details regarding the private placement will be included in a Form 8-K filed by GTx with the Securities and Exchange Commission.

Neither the shares of GTx common stock nor the warrants to be issued in the private placement have been registered under the Securities Act of 1933, as amended (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. GTx has agreed to file certain registration statements covering the resale of the GTx common stock to be issued in the private placement as well as the GTx common stock issuable upon exercise of the warrants.