SOURCE: Corcept Therapeutics

March 26, 2008 09:00 ET

Corcept Therapeutics Completes $25 Million Private Equity Financing and Secures Committed Equity Financing Facility for up to $60 Million

MENLO PARK, CA--(Marketwire - March 26, 2008) - Corcept Therapeutics Incorporated (NASDAQ: CORT) today confirmed that its previously announced private placement of Corcept common stock and warrants has been completed. Corcept sold approximately 8.9 million shares of its common stock at $2.77 per share, and warrants to purchase approximately 4.5 million shares of its common stock at $0.125 per warrant, resulting in gross proceeds of approximately $25.3 million.

The shares and warrants sold in the private placement and the shares issuable upon the exercise of the related warrants have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws, and may not be offered or sold in the United States without being registered with the Securities and Exchange Commission ("SEC") or through an applicable exemption from SEC registration requirements. The shares and warrants were offered and sold only to accredited investors. Corcept has agreed to file a registration statement with the SEC covering the resale of the shares issued in the private placement and the shares issuable upon the exercise of the warrants.

Corcept also announced today that it has entered into a Committed Equity Financing Facility (CEFF) with Kingsbridge Capital Limited (Kingsbridge), a private investment group. Under the terms of the agreement, Kingsbridge has committed to provide up to $60 million of capital during the next three years through the purchase of newly-issued shares of Corcept's common stock. The maximum number of shares that can be sold by Corcept under this agreement is approximately 9.6 million shares. Under the terms of the agreement, the determination of the exact timing and amount of any CEFF financings will be made solely by Corcept, subject to certain conditions. The actual amount of funds that can be raised under this agreement will be dependent on the number of shares actually sold under the agreement and the market value of Corcept's stock during the pricing periods of each sale.

Certain details of the CEFF are as follows:

--  Under the terms of the agreement, Corcept has access to up to $60
    million from Kingsbridge in exchange for newly-issued shares of Corcept's
    common stock for a period of up to three years after the Securities and
    Exchange Commission declares effective the registration statement to be
    filed by Corcept covering the resale of the shares of common stock issuable
    in connection with the CEFF and the shares of common stock underlying the
    warrant discussed below.
    
--  Corcept can access capital under the CEFF in tranches of up to 1.25%
    of Corcept's market capitalization at the time of the initiation of the
    draw down period, or, at Corcept's option, the lesser of (a) 2.5% of
    Corcept's market capitalization at the time of the initiation of the draw
    down period, and (b) an alternative draw down amount as defined in the
    agreement; provided, however, that in no event may the maximum draw down
    amount exceed $10 million per tranche, subject to certain conditions.
    
--  Each tranche will be issued and priced over an eight-day pricing
    period. Kingsbridge will purchase shares of common stock pursuant to the
    CEFF at discounts ranging from 6% to 10%, depending on the volume weighted
    average price of the common stock during the eight-day pricing period,
    provided that the minimum acceptable purchase price for any shares to be
    issued to Kingsbridge during the eight-day period is determined by the
    higher of $1.50 or 90% of Corcept's common stock closing price the day
    before the commencement of each draw down.
    
--  Throughout the term of the agreement, Kingsbridge has agreed that
    neither it, nor any of affiliates, will enter into or execute a short sale
    of any of Corcept's securities.
    
--  Corcept is not obligated to utilize any of the $60 million available
    under the CEFF and there are no minimum commitments or minimum use
    penalties. The CEFF agreement does not contain any restrictions on
    Corcept's operating activities, automatic pricing resets or minimum market
    volume restrictions.
    
--  The agreement does not prohibit Corcept from conducting additional
    debt or equity financing, other than financings similar to the CEFF and
    other future priced securities.
    
--  In connection with the CEFF, Corcept issued a warrant to Kingsbridge
    to purchase up to 330,000 shares of common stock at an exercise price of
    $3.525 per share which represents a 125% premium over the average of the
    closing bid prices of Corcept's common stock during the 5 trading days
    preceding the signing of the agreement. The warrant will become exercisable
    after the six month anniversary of the date of the agreement. The warrant
    will remain exercisable, subject to certain exceptions, until five years
    after the date it becomes exercisable.
    

The warrant issued to Kingsbridge and the shares of common stock issuable under the CEFF, and the shares issuable upon the exercise of the warrant, have not been registered under the Securities Act, or state securities laws, and may not be offered or sold in the United States without being registered with the SEC or through an applicable exemption from SEC registration requirements. Corcept has agreed to file a registration statement with the SEC covering the resale of the shares issuable under the CEFF and the shares issuable upon the exercise of the warrant within 60 days of the date of the agreement.

Corcept intends to use the proceeds of these financings to conduct its new Phase 3 clinical trial evaluating CORLUX® for the treatment of the psychotic features of psychotic depression, to conduct a Phase 3 clinical trial for CORLUX for the treatment of Cushing's Syndrome, to conduct clinical trials to further evaluate the management of weight gain induced by antipsychotic medications, to continue development of its proprietary, selective GR-II antagonists and for general corporate purposes, including working capital.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the securities referred to in this news release in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Any offering of Corcept Therapeutics Incorporated common stock under the resale registration statements referred to in this news release will be made only by means of a prospectus.

Statements made in this news release, other than statements of historical fact, are forward-looking statements. Such statements include, without limitation, the projected date for the filing of registration statements for resale of the shares referred to in this news release, the projected use of the proceeds from the financings referred to in this news release and the estimation of funds that might be raised under the CEFF. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that might cause actual results to differ materially from those expressed or implied by such statements. These and other risk factors are set forth in Corcept's SEC filings, all of which are available from our website (www.corcept.com) or from the SEC's website (www.sec.gov). We disclaim any intention or duty to update any forward-looking statement made in this news release.

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