Allon Therapeutics Inc.

TSX : NPC


Allon Therapeutics Inc.

September 14, 2011 16:56 ET

Allon Therapeutics Announces Overnight Marketed Equity Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 14, 2011) -

THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Allon Therapeutics Inc. (TSX:NPC) ("Allon Therapeutics" or the "Company") is pleased to announce that it has filed today a short form preliminary prospectus in respect of an overnight marketed offering of units (the "Offering"), each unit being comprised of one common share and a portion of a common share purchase warrant (the "Unit"). The Offering is being led by GMP Securities L.P. The Units to be issued under the Offering will be offered in each of the provinces of Canada (other than the Province of Quebec) by way of a short form prospectus and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. The Units will also be offered on a private placement basis in certain jurisdictions outside of Canada and the United States pursuant to applicable prospectus exemptions.

Prior to the Offering, Allon Therapeutics had 78.8 million common shares issued and outstanding. The number of Units to be distributed, the price of each Unit and the exercise price of each whole common share purchase warrant and the terms of the share purchase warrants will be determined in the context of the market. The Company will grant the underwriters an over-allotment option to purchase additional units and/or additional warrants, in an amount up to 15% of the number of units sold pursuant to the offering, exercisable at any time up to 30 days from the closing of the offering.

This transaction is scheduled to close on or about October 4, 2011, subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals. The net proceeds from the sale of the Units shall be used for (i) clinical trial activities related to the davunetide development program for PSP, including manufacturing expenses in relation to clinical drug supplies, and (ii) General administrative expenses, working capital and general corporate purposes.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.

About Allon Therapeutics Inc.

Allon Therapeutics Inc. is a clinical-stage biotechnology company focused on bringing to market innovative central nervous system therapies. Allon's lead drug, davunetide, is proceeding in a pivotal Phase 2/3 clinical trial in an orphan indication, progressive supranuclear palsy (PSP), under a Special Protocol Assessment (SPA) with the Food and Drug Administration (FDA). This pivotal trial is based upon statistically significant human efficacy demonstrated in amnestic mild cognitive impairment, cognitive impairment associated with schizophrenia, and positive biomarker data.

The Company is listed on the Toronto Stock Exchange under the trading symbol "NPC".

About Davunetide

Allon is currently enrolling patients in a pivotal Phase 2/3 clinical trial evaluating davunetide as a potential treatment for progressive supranuclear palsy (PSP), a rapidly-progressing and fatal movement disorder with dementia which is often misdiagnosed as Parkinson's or Alzheimer's disease. Allon reached agreement on a SPA with the FDA, as well as Orphan Drug and Fast Track Status in the U.S. Similarly, Allon has Orphan Status for davunetide in the EU.

Davunetide is derived from a naturally occurring neuroprotective brain protein known as activity dependent neuroprotective protein (ADNP). Allon's human clinical and pre-clinical data suggest that davunetide works on microtubules, structures in the brain critical to communication between cells, and central to the tau pathway. Davunetide has shown statistically significant impacts on memory, activities of daily living, and a biomarker of brain cell function and integrity. Allon has extensive intellectual property protecting davunetide.

Statements contained herein, other than those which are strictly statements of historical fact may include forward-looking information. Such statements will typically contain words such as "believes", "may", "plans", "will", "estimate", "continue", "anticipates", "intends", "expects", and similar expressions. While forward-looking statements represent management's outlook based on assumptions that management believes are reasonable, forward-looking statements by their nature are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by them. Such factors include, among others, the inherent uncertainty involved in scientific research and drug development, Allon's early stage of development, lack of product revenues, its additional capital requirements, the risks associated with successful completion of clinical trials and the long lead-times and high costs associated with obtaining regulatory approval to market any product which Allon may eventually develop. Other risk factors include the limited protections afforded by intellectual property rights, rapid technology and product obsolescence in a highly competitive environment and Allon's dependence on collaborative partners and contract research organizations. These factors can be reviewed in Allon's public filings at http://www.sedar.com/ and should be considered carefully. Readers are cautioned not to place undue reliance on such forward-looking statements. Similarly, nothing in this press release is meant to promote a pharmaceutical product or make a regulated claim of efficacy.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this press release, which has been prepared by management.

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