Private Placement

Private Placement


Baird served as co-placement agent on the offering


Genocea Biosciences, Inc. (“Genocea”) (NASDAQ:GNCA), recently entered into a dual-tranche private placement with certain existing and new investors providing for the purchase of up to approximately $39.2 million of its common stock and warrants to purchase shares of Genocea common stock. In the first closing, Genocea offered 25.6 million shares of common stock and 4.25 million pre-funded warrants to purchase common stock, along with accompanying warrants to purchase 0.25 shares of common stock for each share of common stock or pre-funded warrant purchased by an investor, for aggregate gross proceeds of approximately $15.0 million. The warrants will be exercisable immediately upon issuance, in whole or in part, at an exercise price of $0.5656 per share and will have a five-year term.

Contingent on satisfactory top-line immunogenicity results from the ongoing Phase I/IIa clinical trial for GEN-009 expected in late second quarter or early third quarter of this year, Genocea will have the option to conduct a second closing and sell up to an additional $24.2 million of common stock to the investors who participated in the first closing at a purchase price equal to the greater of $0.4713 per share and a per share price that is derived from the volume weighted average price of the common stock for the period between the public release of the Phase I/IIa data and Genocea’s exercise of its option to proceed with the second closing. An investor in the first closing that does not purchase at least 50% of the shares that it specified it would purchase in the second closing will forfeit any unexercised warrant purchased in the first closing.

Genocea's mission is to help conquer cancer by designing and delivering targeted cancer vaccines and immunotherapies. While traditional immunotherapy discovery methods have largely used predictive methods to propose T-cell targets, or antigens, Genocea has developed ATLAS™, its proprietary technology platform, to identify clinically relevant antigens of T-cells based on actual human immune responses. Genocea is currently studying the safety, immunogenicity, and efficacy of its lead neoantigen cancer vaccine, GEN-009, in a Phase I/IIa clinical trial. Genocea is located in Cambridge, Massachusetts.
Private Placement
February 2019
Genocea Biosciences, Inc.
Target Location
North America