Foamix Announces $64-Million Capital Financing Investment by Perceptive Advisors & OrbiMed

Foamix Pharmaceuticals Ltd. recently announced it has secured up to $64 million in financing from Perceptive Advisors and OrbiMed. The financing consists of term loans of up to $50 million under a Credit Agreement, with $15 million provided immediately upon satisfaction of certain closing conditions, $20 million available upon the achievement of certain regulatory milestones, and $15 million available upon the achievement of certain revenue milestones. Additionally, the company will receive $14 million in gross proceeds from Perceptive Advisors through a direct registered offering of the company’s ordinary shares. Proceeds from the transactions are expected to be used to fund the company’s filing of a New Drug Application (NDA) with the FDA for FMX103 for the treatment of papulopustular rosacea as well as, assuming FDA approval is received, the anticipated product launches of FMX101 for the treatment of moderate to severe acne and FMX103, as well as for working capital and general corporate purposes.  The FDA has established October 20, 2019 as the Prescription Drug User Fee Act (PDUFA) action date for FMX101, and Foamix is in the final stages of preparation for the NDA submission for FMX103.

“Perceptive Advisors and OrbiMed are our largest shareholders and we are grateful for the ongoing support from these top-tier healthcare investment firms,” said David Domzalski, CEO of Foamix.  “As we manage the transition of Foamix to becoming a fully integrated commercial organization it is important that the company is financed appropriately.  Combined with our current cash position, we believe these initial investments, along with future access to capital which this transaction provides, will allow us to fund the commercial launches for FMX101 and FMX103, pending FDA approval.”

Under the Credit Agreement and Guaranty between Foamix and affiliates of Perceptive Advisors and OrbiMed, there are no required payments of principal amounts until July 2023. In connection with the Credit Agreement, Foamix issued to affiliates of Perceptive Advisors and OrbiMed warrants to purchase up to an aggregate of 1,100,000 of its ordinary shares, par value NIS 0.16 per share, at an exercise price of $2.09 per share, which represents the 5-day volume weighted average price as of the trading day immediately prior to the closing.

In addition, on July 29, 2019, Foamix entered into a Securities Purchase Agreement (the Purchase Agreement) with an affiliate of Perceptive Advisors pursuant to which the company agreed to issue and sell, in a registered offering by the company, an aggregate of  6,542,057  shares of the company’s ordinary shares, par value New Israeli Shekels (NIS) 0.16 per share (the Shares) at a purchase price equivalent to $2.14 per share, representing the closing share price on the last trading day prior to signing, for aggregate gross proceeds of approximately $14 million, before deducting offering expenses.  The issuance and sale of the Shares is expected to close on July 31, 2019, subject to certain closing conditions.

Under the terms of the Purchase Agreement, the Shares were offered pursuant to a registration statement on Form S-3 (File No. 333-224084), which was filed with the Securities and Exchange Commission on April 2, 2018 and was declared effective on April 12, 2018.

Perceptive agreed to a lock-up period for sixty (60) days from the date of the Purchase Agreement, during which time Perceptive agreed not to sell the Shares, enter into any derivative transactions with respect to the Shares or publicly disclose the intention to do any of the foregoing, in each case without the Company’s prior written consent.

Foamix is a specialty pharmaceutical company focused on the development and commercialization of proprietary, innovative and differentiated topical drugs for dermatological therapy. Our leading clinical stage product candidates are FMX101, our novel minocycline foam for the treatment of moderate-to-severe acne and FMX103, our novel minocycline foam for the treatment of rosacea. We continue to pursue research & development of our proprietary, innovative foam technologies for the treatment of various skin conditions. We currently have development and license agreements relating to our technology with various pharmaceutical companies.

Foamix uses its website (www.foamix.com) as a channel to distribute information about Foamix and its product candidates from time to time. Foamix may use its website to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor Foamix’s website in addition to following its press releases, filings with the Securities and Exchange Commission (SEC), public conference calls, and webcasts.