Genocea Announces Private Placement Financing of Up to $39 Million

Genocea Biosciences, Inc. recently announced it has entered into a private placement with certain existing and new investors providing for the purchase of up to approximately $39.2 million of its common stock and warrants to purchase shares of Genocea common stock, in two closings.

In the first closing, Genocea will offer 25.6 million shares of common stock and 4.25 million pre-funded warrants to purchase common stock, along with accompanying warrants to purchase 0.25 shares of common stock for each share of common stock or pre-funded warrant purchased by an investor, for expected aggregate gross proceeds to Genocea of approximately $15 million (before deducting fees to the placement agents and other offering expenses payable by Genocea).

The warrants will be exercisable immediately upon issuance, in whole or in part, at an exercise price of $0.5656 per share and will have a 5-year term. The first closing of the private placement is expected to occur on or about February 14, 2019, subject to customary closing conditions.

Contingent on satisfactory top-line immunogenicity results from the ongoing Phase 1/2a clinical trial for GEN-009, Genocea’s neoantigen vaccine candidate, expected in late second quarter or early third quarter of this year, Genocea will have the option to conduct a second closing and sell up to an additional $24.2 million of shares of common stock to the investors who participated in the first closing at a purchase price per share equal to the greater of $0.4713 per share and a per share price that is derived from the volume weighted average price of the common stock for the period between the public release of the Phase 1/2a data and Genocea’s exercise of its option to proceed with the second closing. An investor in the first closing that does not purchase at least 50% of the shares that it specified it would purchase in the second closing will forfeit any unexercised warrant purchased in the first closing.

Genocea intends to use the net proceeds from the offering to support the ongoing clinical study of GEN-009, advancing GEN-011, a neoantigen adoptive T cell therapy candidate for the treatment of cancer, toward an Investigational New Drug Application with the U.S. Food and Drug Administration, and for working capital and other general corporate purposes.

The securities sold in the offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Genocea has agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days of the closing of the offering for purposes of registering the resale of the shares of common stock issued or issuable in connection with the offering.

Genocea’s mission is to help conquer cancer by designing and delivering targeted cancer vaccines and immunotherapies. While traditional immunotherapy discovery methods have largely used predictive methods to propose T cell targets, or antigens, Genocea has developed ATLAS, its proprietary technology platform, to identify clinically relevant antigens of T cells based on actual human immune responses. Genocea is currently studying the safety, immunogenicity, and efficacy of its lead neoantigen cancer vaccine, GEN-009, in a Phase 1/2a clinical trial.