Pharming Group NV Receives EUR16.1 million Investment From Socius Capital




Socius Capital Group, based in New York and Los Angeles, has made an investment of EUR16.1 million in Pharming Group NV (NYSE Euronext: PHARM). Socius has completed financings with numerous life sciences and other emerging growth companies in the United States and Europe.

 Socius is adept in making investments in undiscovered gems often overlooked by Wall Street, ready to deploy capital in emerging Companies with disruptive technologies.

Pharming Group will receive EUR16.1 million gross proceeds in cash in return for non-convertible debt notes and equity if Socius exercises its investment rights. The EUR16.1 million investment in Pharming comes from the issuance of ten year debt notes to Socius for the amount of EUR12 million (the "Pharming Notes") and EUR4 million in cash as partial consideration for the issuance of equity to Socius, if Socius exercises its EUR21.2 million investment rights in full. Socius will pay the remaining EUR17.2 million of its investment rights to Pharming with four year secured loan notes (the "Socius Notes") with an annually accruing interest rate of 0.65% payable to the Company. The Socius investments rights totaling a maximum value of EUR21.2 million are divided between:


 * the right to make an equity investment up to EUR16.1 million in shares,
 priced at EUR21.2 cents, which represents yesterday's closing bid
 price, and
 * the right to acquire warrants up to EUR5.1 million with a strike price
 equal to yesterday's closing bid price of EUR21.2 cents.

Socius can either place the shares acquired by it in the market or accumulate them up to a maximum holding in Pharming of 21.8% of the number of outstanding shares. Socius is committed not to short sell or enter into any hedging transactions related to Pharming shares. Sijmen de Vries, Pharming Group CEO, commented: "This transaction provides Pharming with a financial bridge between the development-focused organization of today and the commercial-focused entity that we are evolving into. The capital will be deployed into executing our growth strategy, in particular the development of our recombinant C1 inhibitor franchise beyond the current scope of acute hereditary angioedema. This investment represents the majority of our capital needs to continue to execute on our plans for the foreseeable future. For our remaining smaller financing needs several non-dilutive (debt) financing instruments are under consideration.”

Pharming Group NV is developing innovative products for the treatment of unmet medical needs. Ruconest™ (Rhucin® in non-European territories) is a recombinant human C1 inhibitor approved for the treatment of angioedema attacks in patients with HAE in all 27 EU countries plus Norway, Iceland and Liechtenstein. The product is also under development for follow-on indications, i.e. antibody-mediated rejection (AMR) and delayed graft function (DGF) following kidney transplantation. The advanced technologies of Pharming Group include innovative platforms for the production of protein therapeutics, technology and processes for the purification and formulation of these products. Additional information is available on the Pharming website, www.pharming.com.

Cell Therapeutics Raises $25 million in deal with Socius Capital Group 




Cell Therapeutics, Inc. (Nasdaq: CTIC) has made a deal to sell $25.0 million of shares of its Series 8 Non-Convertible Preferred Stock (the "Series 8 Preferred Stock"), warrants to purchase up to 22,563,177 shares of common stock (the "Warrants") and an additional investment right (the "Additional Investment Right") to purchase up to $25.0 million of shares of its Series 9 Convertible Preferred Stock (the "Series 9 Preferred Stock"), in a registered offering  to passive investor, Socius Capital Group.

Socius Capital Group specializes in transactions from $5 million to $50 million, and sports an impressive track record in the life sciences and healthcare field. Companies often choose to do additional follow-on financings with Socius, giving them reliable access to Capital without onerous terms and conditions attached.

The shares of Series 8 Preferred Stock will accrue annual dividends at the rate of 10% from the date of issuance, payable in additional shares of Series 8 Preferred Stock. The shares of Series 8 Preferred Stock are redeemable at the option of Cell Therapeutics at any time after issuance, in whole or in part, either in cash or by offset against recourse notes fully secured with marketable securities, which may be issued by Socius to Cell Therapeutics in connection with the exercise of the Warrants and the Additional Investment Right.

The Warrants have an exercise price of $0.3878 per share of common stock. The Warrants are exercisable immediately and expire two years from the date of the Purchase Agreement. The exercise price of the Warrants may be paid in cash or by the issuance of Notes. The Warrants are subject to cancellation and mandatory exercise under certain conditions, in whole or in part. The total potential additional proceeds to Cell Therapeutics upon exercise of the Warrants for cash are $8.75 million.

The Additional Investment Right has an exercise price of $1,000 per share of Series 9 Preferred Stock. The Additional Investment Right is exercisable immediately and must be exercised no later than February 11, 2011. The exercise price of the Additional Investment Right may be paid in cash or through the issuance of Notes. The Additional Investment Right is subject to cancellation under certain conditions, in whole or in part. The total potential additional proceeds to Cell Therapeutics upon exercise of the Additional Investment Right for cash are $25.0 million.

Each share of Series 9 Preferred Stock is convertible at the option of the holder, at any time during its existence, into approximately 2,579 shares of common stock at a conversion price of $0.3878 per share of common stock, for a total of approximately 64,466,219 shares of common stock.

Cell Therapeutics intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, paying interest on and/or retiring portions of its outstanding debt, funding research and development, preclinical and clinical trials, the preparation and filing of new drug applications and general working capital. Cell Therapeutics may also use a portion of the net proceeds to fund possible investments in, or acquisitions of, complementary businesses, technologies or products. Cell Therapeutics has recently engaged in limited discussions with third parties regarding such investments or acquisitions, but has no current agreements or commitments with respect to any investment or acquisition.

The closing of the issuance and sale of the Series 8 Preferred Stock is expected to occur on the 10th trading day following the date of the Purchase Agreement, subject to certain closing conditions. Additional details regarding the offering can be found in the prospectus supplement relating to the offering to be filed with the Securities and Exchange Commission (the "SEC") on January 13, 2011.