Antigenics to Raise $10 Million in Private Placement.LEXINGTON, Mass. -- 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 definitive agreements to sell in a private placement approximately 5,000,000 million shares of its common stock at a price of $2.00 per share, resulting in gross proceeds to the company of $10 million, before deducting placement agent fees and other offering expenses. The investor in this private placement will also receive six-month warrants to purchase up to 2.5 million additional shares of common stock at an exercise price of $2 per share and 4 year warrants to purchase up to approximately 2.2 million additional shares of common stock at an exercise price of $2.30 per share. The closing of the offering is subject to certain conditions, and is expected to occur on or about August 3, 2009. Rodman & Renshaw, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Rodman & Renshaw Capital Group, Inc. (NasdaqGM:RODM RODM Resource Object Data Manager (IBM) RODM Record Oriented Database Management ), served as the exclusive placement agent for the offering. Proceeds from the financing will be used primarily for funding key commercial and regulatory efforts, including the support of Antigenics' efforts with Oncophage([R]) (vitespen) in Russia, Europe and other territories. The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and accordingly may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state and securities laws. The company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in this private placement and the shares of common stock issuable upon exercise of the warrants issued in this private placement. About Antigenics Antigenics 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 The term cancer vaccine is often used to describe a process whereby a person's immune system is coaxed into recognizing and destroying malignant cells without harming normal cells. being evaluated in several indications, and QS-21 Stimulon[R], 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' collaborative partners in approximately 15 clinical stage vaccines. For more information, please visit www.antigenics.com. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , including statements regarding a financing of the company and the potential conversion of warrants into common stock of the company for additional consideration. The financing, including the conversion of warrants, and the timing 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, including, without limitation, the potential launch of Oncophage in Russia and other territories and the filing for conditional approval of Oncophage in Europe; 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 under the Risk Factors Section of our Quarterly Report on Form 10-Q Form 10-Q See 10-Q. filed with the Securities and Exchange Commission for the period ended March 31, 2009. 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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