Antigenics Agrees to Sell Up to $20.25 Million in Common Shares.Initial investment of $5 million expected to be received. NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Antigenics Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AGEN) today announced that it has entered into an agreement with Fletcher Asset Management to sell $5 million of common stock to Fletcher pursuant to its S-3 shelf registration. Under the terms of the transaction, Antigenics is offering 1,623,377 shares of its common stock at $3.08 per share, which represents a 24 percent premium above the closing price on August 31, 2007. The net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). to Antigenics are expected to be approximately $4.7 million. Antigenics is also offering shares of its Series B1 and Series B2 Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". to Fletcher. The issuance of the securities is subject to certain closing conditions. Shares of Series B1 Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. permit the holder, within one year of the anniversary of closing, to purchase up to an additional $10 million in common shares at a purchase price equal to the lesser of $3.08 per common share or a price calculated based on the then-prevailing price of the company's common stock minus $0.30 per share. Shares of Series B2 Preferred Stock permit the holder to purchase common shares for consideration of up to 35 percent of the total dollar amount previously invested pursuant to the agreement with Fletcher, including conversions of the Series B1 Preferred Stock, at a purchase price equal to the lesser of $4.16 per common share, a 35 percent premium to the initial price on August 31, 2007 of $3.08, or a price calculated based on the then-prevailing price of the company's common stock, and expire in seven years. Wm Smith Securities, Incorporated based in Denver, Colorado acted as sole placement agent. This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The offering of these securities will be made only by means of a prospectus and related prospectus supplement filed with the SEC as part of the company's registration statement. The prospectus and prospectus supplement are available at no charge by contacting the Media Relations or Investor Relations Investor relations The process by which the corporation communicates with its investors. departments of Antigenics at 162 5th Ave., Suite 900, New York, NY 10010 and on the SEC's Web site at www.sec.gov. About Antigenics Antigenics (NASDAQ: AGEN) is a biotechnology company working to develop treatments for cancers and infectious diseases infectious diseases: see communicable diseases. . The company's investigational product portfolio includes Oncophage([R]) (vitespen), a patient-specific therapeutic cancer vaccine being evaluated in several indications; Aroplatin[TM] (L-NDDP), a liposomal, third-generation platinum chemotherapeutic; AG-707, a therapeutic vaccine therapeutic vaccine Immunology A vaccine–eg, Salk's Remune™ intended to treat a viral infection by stimulating the immune system. See Vaccine therapy. for the treatment of genital herpes Genital Herpes Definition Genital herpes is a sexually transmitted disease caused by a herpes virus. The disease is characterized by the formation of fluid-filled, painful blisters in the genital area. ; and QS-21, an adjuvant adjuvant /ad·ju·vant/ (aj?dbobr-vant) (a-joo´vant) 1. assisting or aiding. 2. a substance that aids another, such as an auxiliary remedy. 3. being evaluated by Antigenics' corporate partners in more than 20 indications, several in late-stage clinical trials. For more information, please visit antigenics.com. About Fletcher Asset Management Fletcher Asset Management pursues an investment strategy that combines traditional investment management, corporate finance, quantitative methods and social responsibility. Since 1991, the firm has invested roughly $1 billion in promising companies led by solid management teams with responsible business practices. For more information, please visit www.fletcher.com. This press release contains forward-looking statements, including statements regarding a financing of the company and the potential conversion of the Series B Preferred Stock into common stock of the company for additional consideration. The financing, including the conversion of the Series B Preferred Stock, and the timing and conversion price for any such conversion, is dependent on risks and uncertainties, including, among others, the satisfaction of certain closing conditions in respect of the financing; the valuation of the company's common stock; the development and commercialization of the company's products; decisions by collaborative partners and licensees; decisions by regulatory agencies; timing and results of clinical and preclinical studies preclinical studies, n.pl a term used to describe research done before a clinical study. May be laboratory or epidemiologic research. ; and the factors described in the Risk Factors section of Antigenics' Form 10-Q Form 10-Q See 10-Q. as filed with the Securities and Exchange Commission on August 9, 2007. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Antigenics' business is subject to substantial risks and uncertainties, including those identified above. |
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