ARYx Therapeutics, Inc. (NASDAQ:ARYX) today announced that it has entered into a securities purchase agreement in connection with a private placement to a group of accredited investors led by new investor New Enterprise Associates (NEA) with participation from significant existing shareholders including MPM Capital and OrbiMed Advisors LLC. Pursuant to the terms of the securities purchase agreement, ARYx will receive approximately $21.6 million in gross proceeds from the sale of 9,649,545 shares of its common stock and the issuance of warrants for the purchase of 2,894,864 additional shares of ARYx’s common stock with an exercise price of $2.64 per share and having a term of five (5) years from the closing date. The combined purchase price of a share of ARYx’s common stock and a warrant to purchase 0.30 of a share of ARYx’s common stock is $2.2375. The transaction is expected to close upon the satisfaction of the closing conditions under the securities purchase agreement. The third quarter 2008 financial results for ARYx, and an update on the clinical development of the company’s products, are contained in an accompanying press release.
Pacific Growth Equities, LLC served as the placement agent for this private placement.
Neither the shares of ARYx’s common stock nor the warrants issued in connection with 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. ARYx has agreed to file within 35 days after the closing one or more registration statements covering the resale of the common stock as well as the common stock issuable upon exercise of the warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy ARYx’s common stock or warrants.