"LPC has been an important partner over the years and we are pleased to continue our relationship with them. This facility gives us an additional option in funding the progress of our business, without creating complications in our capital structure. Securing this new line of funding enables us to make prudent decisions and will help us optimize future financing opportunities as we develop our plan to up-list to a national exchange and pursue long-term, fundamental-based, institutional capital," said Ted Myles, ACT’s Interim President, Chief Operating Officer and Chief Financial Officer.
Under the terms of the purchase agreement, ACT has agreed to file a registration statement with the U.S. Securities & Exchange Commission ("SEC") covering the shares that may be issued to LPC under the agreement. After the SEC has declared effective the registration statement related to the transaction, the Company has the right over a 36-month period to sell up to $30,000,000 worth of shares of the Company’s Common Stock to LPC, subject to certain limitations and conditions set forth in the agreement. In consideration for entering into the agreement, the Company issued LPC shares of the Company’s Common Stock as a commitment fee.
Dr. Paul K. Wotton, incoming President and CEO of ACT, commented, "This commitment from LPC is a good instrument to have in place as we prepare to initiate our Phase 2 trials for age-related macular degeneration and Stargardt’s macular degeneration. Having this line in place will allow us to bridge in the short-term, and will also play an important strategic role in the longer-term, as we evaluate and prioritize the many exciting programs in our pre-clinical pipeline. I look forward to joining at this pivotal period for ACT and we are pleased to have partners like LPC, to enable us to focus on the rigorous execution of all elements of our business plan."
The elements of the new arrangement with LPC include:
- ACT controls the timing and amount of any sales of common stock to LPC at a known price;
- LPC cannot require ACT to make sales, but is obligated to make purchases as ACT directs in accordance with the terms of the agreement;
- There is no upper limit on the price per share that LPC could be obligated to pay for shares of common stock under the agreement; and
- There are no limitations on use of proceeds, financial covenants, restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages.