First Day of Dealings on AIM

RNS Number : 3247T

MaxCyte, Inc.

29 March 2016

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY TO US PERSONS, AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE OR PUBLICATION WOULD BE UNLAWFUL.

29 March 2016

MaxCyte, Inc.

("MaxCyte" or the "Company")

First Day of Dealings on AIM

Maryland, USA - MaxCyte (LSE: MXCT), an established and revenue generating US-based developer and supplier of cell engineering technology to biotechnology and pharmaceutical firms engaged in cell therapy, drug discovery and development, biomanufacturing, gene editing and immuno-oncology, is pleased to announce the commencement at 8.00 a.m. today of dealings in its Common Stock on the AIM market of the London Stock Exchange ("Admission"). This follows a successful placing of 14,285,714 new Common Stock at 70 pence per share (the "Placing Price"), raising gross proceeds of £10.0 million. On Admission, the Company will have a market capitalisation of approximately £30.4 million.

Panmure Gordon (UK) Limited is acting as Financial Adviser, Nominated Adviser and sole Broker to the Company. 

Company highlights

·     Fast, reliable and scalable cell engineering: MaxCyte's products provide its customers access to its innovative and proprietary high performance flow electroporation platform which enables rapid, consistent, large scale, commercial and clinical grade cell engineering with an established regulatory path.

·     Broad applicability across biotechnology and pharmaceutical markets: the performance, scalability and consistency of the Company's products deliver improved productivity, improved process integration, higher throughput and improved safety in global biotechnology and pharmaceutical markets including cell therapy development and commercialization, drug discovery and drug development, and high volume biomanufacturing.

·     Validated technology and a strong intellectual property portfolio: the Company's technology within its portfolio of products is CE-marked and accredited by an FDA Master File, and key aspects are protected by 20 US and international issued patents and the 18 pending patent applications. The Company also holds patents on using its technology platform in the large scale production of lentiviral vectors, stable cell lines for biomanufacturing, site specific gene editing, and loading of mRNA into freshly isolated cells (PBMCs), its CARMA platform.

·     High quality client base: the Company's customer base consists of over 50 leading pharmaceutical and biotechnology companies, comprising nine of the top ten global pharmaceutical companies by revenue, and including AstraZeneca, Mitsubishi, Novartis, Pfizer, Sanofi, Roche and Sangamo BioSciences.

·     Growth business with strong margins and visibility of revenue: MaxCyte generated $9.3 million of revenue for the year ended 31 December 2015 (unaudited), an increase of 30 per cent. from the year ended 31 December 2014, during which the Company generated $7.2 million of revenue. The Company had a CAGR of 19 per cent. for revenue during the period between 31 December 2012 and 31 December 2014. Revenues include a substantial and growing recurring base.

·     Growing number of cell-based partnered programs: the Company has licensed its technology and instruments in over 30 programs , including leading cell therapy and gene editing companies and academic institutions, for the development of novel cell therapies, principally in the fields of immuno-oncology and therapeutic gene editing. Of those, over ten are in clinical trial stage. The Directors believe that these partnered programs, as they progress from research through clinical development towards therapeutic product approval and commercialization, may result in significant commercial agreements involving royalties, milestone payments and/or license fees.

·     Developing the next generation of non-viral CAR therapies, including the CARMA platform: the Company is leveraging its flow electroporation technology and expertise to support its partners, including world leading research institutions and commercial product developers, in their development of non-viral CAR therapies, while simultaneously working to develop its own therapeutic platform, CARMA, and related pipeline of next generation mRNA CAR cell therapies. The Directors believe that the CARMA platform has the potential to overcome many of the challenges faced by other viral and non-viral CAR therapies, including reduction of toxicity and cost, while adding the capability to be used in solid cancers.

·     Experienced Management team: the Company's management team has over 90 years of aggregate experience developing successful life sciences products, with established connections in the scientific and commercial community.

 Use of Proceeds and Reasons for Admission

The Company intends to use the net proceeds from the Placing primarily to invest in the development of products based on its CARMA platform, specifically by entering into IND-enabling mRNA CAR studies and human clinical proof-of-concept studies in several cancer indications.

The Directors believe that Admission will be an important step in the Company's development and will assist it in achieving its stated objectives by raising capital principally to:

·     Accelerate its growth by investing in further developing its CARMA platform;

·     Expand the reach of the Company's cell therapy business to Europe, Asia and other global markets; and

·     Expand the Company's direct sales teams in the US and Europe, and expand its network of distributors in Asia and globally.

The Directors believe that Admission will also:

·     Enhance MaxCyte's profile and product awareness amongst current and prospective customers, partners, suppliers and academic institutions;

·     Provide the potential to access capital to fund future growth plans as and when the Board deems suitable;

·     Provide a platform for any future acquisitions of companies, products and/or intellectual property; and

·     Provide an increased ability to attract, retain and incentivise high calibre employees, including by way of equity-linked schemes.

Doug Doerfler, Chief Executive Office of MaxCyte, said: "We are excited to bring MaxCyte to the AIM market today. The successful completion of our IPO will permit MaxCyte to continue to build enhancements to our proprietary cell engineering technology and support our Partners' ongoing and future needs.  It will also permit MaxCyte to continue to make investments into, and demonstrate commerical proof-of-concept for the use of, MaxCyte's technology platform in new and exciting applications in drug discovery and development, biomanufacturing, cell therapy, gene editing and immuno-oncology. Specifically, the net proceds from the IPO Placing will fund pre-clinical and human clinical trials for our patented immuno-oncology platform, CARMA.

We believe that by significantly reducing the time and cost associated with the manufacture of mRNA CAR therapies, CARMA could represent a paradigm shift in the development of robust, cost-effective, toxicity-controlled therapeutic products for the treatment of a broad range of solid and hematological cancers."

Placing Statistics

Placing Price per share of Common Stock	70p
Number of new shares of Common Stock being placed	14,285,714
Number of shares of Common Stock in issue immediately following the Placing	43,470,461
Percentage of the Enlarged Stock Capital represented by the New Common Stock	32.9 per cent.
Market capitalisation of the Company at the Placing Price	£30.4 million
Estimated net proceeds of the Placing receivable by the Company	£7.8 million

Copies of the Admission Document are available on the Company's website at www.maxcyte.com.  Capitalised terms used in the Admission Document shall, unless the context provides otherwise, have the same meaning in this Announcement.

For further information please contact:

MaxCyte
Doug Doerfler, Chief Executive Officer Ron Holtz, Chief Financial Officer
Nominated Adviser and Broker Panmure Gordon Freddy Crossley (Corporate Finance) Fabien Holler Duncan Monteith Tom Salvesen (Corporate Broking)	[phone]
Financial PR Advisor Consilium Strategic Communications	[phone] [e-mail]
Mary-Jane Elliott Chris Welsh Lindsey Neville

About MaxCyte

MaxCyte is an established and revenue generating US-based developer and supplier of cell engineering technology to biotechnology and pharmaceutical firms engaged in cell therapy, drug discovery and development, biomanufacturing, gene editing and immuno-oncology. The Company's patented flow electroporation technology enables its products to deliver fast, reliable and scalable cell engineering to drive the research and clinical development of a new generation of cell-based medicines.

MaxCyte's high performance platform allows transfection with any molecule or multiple molecules and is compatible with nearly all cell types, including hard-to-transfect human primary cells. It also provides a high degree of consistency and minimal cell disturbance, thereby facilitating rapid, large scale, commercial and clinical grade cell engineering in a non-viral system and with low toxicity concerns. The Company's cell engineering technology platform is CE-marked and FDA-accredited, providing MaxCyte's customers with an established regulatory path.

MaxCyte is developing CARMA, its proprietary platform in immuno-oncology, to deliver a validated non-viral approach to CAR therapies in a number of cancer indications, including solid tumors.

For more information visit http://www.maxcyte.com/

Board of Directors

Stark Thompson, PhD, Non-executive Chairman

Dr. Thompson joined the DuPont Company in 1967 and assumed business management responsibility for the global Clinical Systems Division, a position he held until he left DuPont in 1988. From 1988 until 2000, Dr. Thompson was appointed President, CEO and board member of Life Technologies, Inc. (LTI; NASDAQ: LTEK) ("LTI"). Between 1988 and 2000, LTI grew to become the leading developer, manufacturer and supplier, worldwide, of products and services for life science researchers and companies using biotechnology to produce therapeutics. Dr. Thompson retired from LTI after its takeover in November 2000.

Dr. Thompson has served on the board of directors of ATTO Biosciences; was board chair of Gene Logic, Inc. and was a board member of Ore Pharmaceutical Holdings, Inc. (NASDAQ: ORXE), Luminex Corporation (NASDAQ: LMNX) and Naurex, Inc. Dr. Thompson received his BS degree from Muskingum University, and his MSc and PhD in Physiological Chemistry from Ohio State.

Doug Doerfler - President, Chief Executive Officer

Mr. Doerfler has over 30 years' experience in the discovery, development, commercialization and international financing of biotechnology products and companies. He was a founder of MaxCyte in July 1998. Prior to joining MaxCyte, Mr. Doerfler held senior corporate development and Operating responsibilities for a privately owned biotechnology holding company. He was President,  Chief Executive Officer and a director of Immunicon Corporation, a cell-based therapy and diagnostics company. Mr Doerfler also held various executive positions with LTI that included leading its global businesses, mergers and acquisitions and its IPO. Mr. Doerfler plays an active role as an advocate for

the life sciences industry. He is Chair of the Tech Council of Maryland and serves on the Executive Committees of the Alliance for Regenerative Medicine and the Biotechnology Industry Organization ("BIO"), and Co-Chairs BIO's Capital Formation Committee. Mr. Doerfler received his B.S. in finance from the University of Baltimore School of Business, and holds a certificate in Industrial Relations.

Ron Holtz - Chief Financial Officer

Mr. Holtz serves as MaxCyte's Chief Financial Officer, having joined the Company in 2005. During his career, Mr. Holtz has been Chief Financial Officer of both public and private companies and has raised more than $100m in debt and equity capital. Prior to joining MaxCyte, Mr. Holtz was Chief Financial Officer of B2eMarkets, a privately held software solutions company targeting Global 1000 companies. Mr. Holtz also served as Vice President and Chief Financial Officer of RWD Technologies ("RWD"), a leading information technology and performance improvement consulting firm, where he led RWD's initial public offering and was responsible for finance, acquisitions, business management and  analyst/investor relations. Prior to this, Mr. Holtz was a manager in Ernst & Young LLP's Financial Advisory Services Group. He earned a Master's of Business Administration in finance from the University of Maryland, a Bachelor's of Science degree in mathematics from the University of Wisconsin and is a Certified Public Accountant.

Will Brooke - Non-executive Director

Mr. Brooke is Executive Vice President and a director of Harbert Management Corporation ("HMC"), which he co-founded in 1993. With approximately $4 billion under management, HMC sponsors and co-invests in alternative asset strategies worldwide. Mr. Brooke organized and led one of HMC's investment strategies, Harbert Venture Partners, for over a decade when the firm raised three venture capital funds and he lead numerous healthcare and biotech investments for the funds. Mr. Brooke hasbeen advising and investing in early stage and growth companies for more than 20 years, and served on the boards of numerous pharmaceuticals and medical equipment companies, including nContact Corporation, Aldagen Corporation, Innovative Biosensors, Inc., NovaMin Technologies, Inc., Optimal Readings Services Group, Inc., Atherotech, Inc. and Emageon Corporation. Mr. Brooke has also served as HMC's General Counsel, its Chief Operating Officer, and as chairman of its Real Estate Services subsidiary. Prior to joining HMC, Mr. Brooke practiced law for a decade, during which he organized and served as Managing Partner of a commercial law firm. Mr. Brooke holds degrees in law (J.D.) and Business Management (B.S.), each from the University of Alabama.

Stan Erck - Non-executive Director

Mr. Erck, President and CEO, and director of Novavax Corporation, applies his 25 years of management experience in the healthcare and biotechnology industry (Baxter International, Procept, Integrated Genetics, and Iomai) to shepherd the development and commercialization of Novavax Technology. In addition to successfully negotiating major alliances with pharmaceutical and biotechnology companies and bringing products into clinical trials, as CEO he has managed the process of developing companies from private funding through to IPO to M&A. Mr. Erck received his B.S. from the University of Illinois and an M.B.A. from the University of Chicago.

Art Mandell - Non-executive Director

Mr. Mandell is a senior executive in the health care industry with over 30 years of experience running companies, executing large corporate and business development deals in both the pharmaceutical and biotechnology sectors, and developing and commercializing a number of products. Mr. Mandell served as President and Chief Operating Officer of Prestwick Pharmaceuticals, Inc. ("Prestwick"). Prior to Prestwick, Mr. Mandell was President, Chief Executive Officer, and a director of Cellective Therapeutics, Inc., a monoclonal antibody company developing therapeutic products for autoimmune and oncology diseases. Under his leadership, Cellective was acquired by Astra Zeneca/MedImmune Inc. Before Cellective, Mr. Mandell served as President, Chief Executive Officer, and director of Stemron Corporation, and served as Senior Vice President and Chief Business Officer of Human Genome Sciences, Inc.. Mr. Mandell began his healthcare career at Syntex Pharmaceutical Corporation, where he had profit and loss responsibility for all subsidiaries in the Pacific Rim, Canada and Mexico.

John Johnston - Proposed Non-executive Director

Mr. Johnston is currently non-executive director of Action Hotels plc, Flowgroup plc and Midatech Pharma plc, non-executive chairman of Constellation Healthcare Technologies Inc., and prior to this was managing director of Institutional Sales at Nomura Code. He was previously director of Sales  and Trading at Seymour Pierce from 2008 to 2011. In 2003, Mr. Johnston founded Revera Asset Management, where he oversaw an investment trust, a unit trust and a hedge fund, which he ran until 2007. From 1992 to 1997, Mr. Johnston was Head of Small Companies at Scottish Amicable, before spending a year at Ivory and Sime, again as Head of Small Companies from 1997 to 1998. He joined Legg Mason Investors for three years as director of Small Companies Technology and Venture Capital Trusts, from 2000 to 2003, having previously spent two years as Head of Small Companies with Murray Johnstone. Mr. Johnston began his investment career at the Royal Bank of Scotland in 1981, working in the Trustee and Investment department, before moving to General Accident in 1985, holding the position of Head of Retail Funds before his move to Scottish Amicable.

Important notice

This announcement does not constitute a prospectus within the meaning of section 85 of Financial Services and Markets Act 2000 ("FSMA"), has not been drawn up in accordance with the Prospectus Rules and has not been approved by or filed with the Financial Conduct Authority. This announcement does not constitute an offer of transferable securities to the public within the meaning of FSMA or otherwise.

Important information

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. INVESTORS SHOULD NOT PURCHASE THE COMMON STOCK REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ADMISSION OF ITS COMMON STOCK TO TRADING ON THE AIM MARKET OF THE LONDON STOCK EXCHANGE PLC. IT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE SUCH RELEASE OR PUBLICATION WOULD BE UNLAWFUL. THE COMMON STOCK HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, ANY STATE SECURITIES LAWS IN THE UNITED STATES OR ANY SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY COUNTRY, TERRITORY OR POSSESSION WHERE TO OFFER THEM MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

THE COMMON STOCK DISCUSSED HEREIN HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OR ANY US STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULES 901 THROUGH 905 (INCLUDING THE PRELIMINARY NOTES) OF REGULATION S UNDER THE US SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE US FEDERAL AND STATE SECURITIES LAWS AND IN THE CASE OF (3), AN OPINION OF COUNSEL SHALL BE DELIVERED TO THE COMPANY (AND UPON WHICH THE COMPANY MAY RELY) REGARDING THE AVAILABILITY OF SUCH EXEMPTION. HEDGING TRANSACTIONS INVOLVING THE COMMON STOCK MAY NOT BE CONDUCTED, DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE COMPANY OR ITS AFFILIATES, AS TO THE ACCURACY, COMPLETENESS OR VERIFICATION OF THE INFORMATION SET OUT IN THIS ANNOUNCEMENT, AND NOTHING CONTAINED IN THIS ANNOUNCEMENT IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR THE FUTURE. THE COMPANY AND EACH OF ITS AFFILIATES ACCORDINGLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL AND ANY LIABILITY WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THIS ANNOUNCEMENT OR ANY SUCH STATEMENT.

THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH INCLUDE ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY'S FINANCIAL POSITION, BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, OR ANY STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS "BELIEVE", "COULD", "ENVISAGE", "ESTIMATE", "INTEND", "MAY", "PLAN", "WILL" OR SIMILAR EXPRESSIONS OR NEGATIVES THEREOF. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY WILL OPERATE IN THE FUTURE. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW OR THE AIM RULES FOR COMPANIES.

PANMURE GORDON (UK) LIMITED ("PANMURE"), WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING AS NOMINATED ADVISER FOR THE PURPOSES OF THE AIM RULES AND AS BROKER TO THE COMPANY IN CONNECTION WITH THE PLACING AND ADMISSION. PANMURE IS NOT ACTING FOR, AND WILL NOT BE RESPONSIBLE TO, ANY PERSON OTHER THAN THE COMPANY IN CONNECTION WITH THE PLACING AND ADMISSION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF PANMURE NOR FOR PROVIDING ADVICE IN CONNECTION WITH THE PLACING AND ADMISSION OR ANY OTHER MATTER REFERRED TO HEREIN. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY PANMURE AS TO, AND NO LIABILITY IS ACCEPTED BY PANMURE IN RESPECT OF, ANY OF THE CONTENTS OF THIS ANNOUNCEMENT.

 

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