Kuros Biosciences (SIX: KURN) announced today it has entered into a Standby Equity Distribution Agreement (“SEDA”) with a fund managed by Yorkville Advisors Global, LLC (“Yorkville”). Under the terms of the agreement, Yorkville has committed to provide
up to CHF 30 million in equity financing over a 36-month period in individual tranches of up to CHF 1,000,000 each. In exchange for the funds to be provided, Yorkville will receive Kuros shares at a price, which will be determined anew each time a SEDA tranche is called. The shares will be placed at a 5% discount to the market price – which is in line with Swiss market practice for private placements.
The SEDA has been established as part of the medium-term funding of Kuros’ operations. If Kuros were to utilize the SEDA in full, the cash runway would be extended by roughly two years. It remains at the sole discretion of Kuros to determine if and when to draw from the facility. In return for the 3-year investment commitment provided by Yorkville, Kuros will pay an initial upfront fee of CHF 300,000 in shares or cash at the full discretion of the Company. An additional installment of CHF 300,000 (in shares or cash at the full discretion of the Company) will be due when the amount drawn from the facility crosses CHF 10 million and an additional installment of CHF 200’000 (in shares or cash at the full discretion of the Company) will be due when the amount drawn from the facility crosses CHF 20 million.
For share to be delivered to Yorkville under the SEDA agreement, Kuros is contemplating to create treasury shares out of existing and to be approved authorized capital. At the current share price (CHF 13.35), the total commitment of CHF 30 million represents a maximum of approximately 2.3 million shares. At the date of this release, the number of Kuros shares issued is 8.2 million.
The pricing of the shares will be determined as 95% of the lowest daily volume-weighted average share price of the five trading days following the date on which Kuros shall have sent to Yorkville the relevant advance notice. Further, should the daily volume-weighted average share price on any of the five trading days following the date of advance notice fall below a certain minimum price, the number of shares pursuant
to the relevant advance notice may be reduced, and such price shall not count in the corresponding determination.
Yorkville can at no point in time hold more than 9.9% of the number of outstanding shares. Yorkville is committed not to short sell or enter into any hedging transactions related to Kuros stock.
Harry Welten, Chief Financial Officer of Kuros, commented, “This type of equity financing is customary for biotech companies and has been used successfully in the past to provide the companies with financial flexibility, a key success factor. Further, it has a reasonable pricing, limiting dilution for our current shareholders.”