Protagonist Therapeutics Reports Granting of Inducement Award
The new employee received options to purchase 20,000 shares of the Company's common stock on the Grant Date. The exercise price of the options is equal to $46.95, the closing price of the Company's common stock on the Nasdaq Stock Market on the Grant Date. The options will vest over a four-year period, with 25 percent of the options vesting on the first anniversary of the employee's start date and the remainder vesting in equal monthly installments over three years thereafter. The award was approved by the Compensation Committee of the Company's Board of Directors and was granted as a material inducement to the employee's entering into employment with the Company in accordance with Nasdaq Marketplace Rule 5635(c)(4).
About Protagonist Therapeutics
Protagonist Therapeutics is a discovery through late-stage development biopharmaceutical company. Two novel peptides, icotrokinra and rusfertide, derived from Protagonist's proprietary discovery platform are currently in advanced Phase 3 clinical development, with New Drug Application submissions to the FDA expected in 2025. Icotrokinra (JNJ-2113) is a first-in-class investigational targeted oral peptide that selectively blocks the Interleukin-23 receptor ('IL-23R') which is licensed to Janssen Biotech, Inc., a Johnson & Johnson company. Following icotrokinra's joint discovery by Protagonist and Johnson & Johnson scientists pursuant to the companies' IL-23R collaboration, Protagonist was primarily responsible for development of icotrokinra through Phase 1, with Johnson & Johnson assuming responsibility for development in Phase 2 and beyond. Rusfertide, a mimetic of the natural hormone hepcidin, is currently in Phase 3 development for the rare blood disorder polycythemia vera (PV). Rusfertide is being co-developed and will be co-commercialized with Takeda Pharmaceuticals pursuant to a worldwide collaboration and license agreement entered into in 2024 under which the Company remains primarily responsible for development through NDA filing. The Company also has a number of pre-clinical stage oral drug discovery programs addressing clinically and commercially validated targets, including the IL-17 oral peptide antagonist PN-881, an oral hepcidin program, and an oral obesity program.
More information on Protagonist, its pipeline drug candidates and clinical studies can be found on the Company's website at protagonist-inc.com.
Investor Relations Contact
Corey Davis, Ph.D.
LifeSci Advisors
+1 212 915 2577
[email protected]
Media Contact
Virginia Amann, Founder/CEO
ENTENTE Network of Companies
+1 833 500 0061 ext 1
[email protected]
SOURCE: Protagonist Therapeutics
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No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. OAK Securities is a trading name of Merlin Partners LLP, which is authorised and regulated by the FCA in the United Kingdom. OAK Securities is acting exclusively for the Company and for no one else in connection with the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to clients of OAK Securities or for providing advice in relation to the Offering, or any other matters referred to in this Announcement. Save for the responsibilities and liabilities, if any, of OAK Securities under FSMA or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of OAK Securities or by its affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES. Persons who are invited to and who choose to participate in the Offering, by making an oral or written offer to acquire Offering Shares, including any individuals, funds or others on whose behalf a commitment to acquire Offering Shares is given, will be deemed to have read and understood this Announcement in its entirety and to be making such offer on these Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:- i. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Offering Shares that are allocated to it for the purposes of its business; ii. it is acquiring the Offering Shares for its own account or for an account with respect to which it exercises sole investment discretion; iii. if it is in the United Kingdom and/or if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, any Offering Shares acquired by it in the Offering will not be acquired or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in the United Kingdom other than to UK Qualified Investors or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of OAK Securities has been given to each such proposed offer or resale; and iv. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, any Offering Shares acquired or subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in any member state of the EEA other than to EEA Qualified Investors or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EEA Qualified Investors, or in circumstances in which the prior consent of OAK Securities has been given to each such proposed offer or resale. OAK Securities does not make any representation to any Placees regarding an investment in the Offering Shares. In this Appendix, unless the context otherwise requires, 'Placee' means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Offering Shares has been given and who has been invited to participate in the Placing by OAK Securities. All obligations of OAK Securities under the Offering will be subject to fulfilment of the conditions referred to in this Announcement, including (without limitation) those referred to below under 'Conditions of the Offering'. Information to Distributors Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the 'UK Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Offering Shares have been subject to a product approval process, which has determined that the Offering Shares are: (i) compatible with an end target market of 'retail investors' and investors who meet the criteria of 'professional clients' and 'eligible counterparties', each as defined in the FCA Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the 'UK Target Market Assessment'). Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements') and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offering Shares have been subject to a product approval process, which has determined that the Offering Shares are: (i) compatible with an end target market of 'retail investors' and investors who meet the criteria of 'professional clients' and 'eligible counterparties', each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the 'EU Target Market Assessment' and, together with the UK Target Market Assessment, the 'Target Market Assessments'). Notwithstanding the Target Market Assessments, distributors should note that: the price of the Offering Shares may decline and investors could lose all or part of their investment; the Offering Shares offer no guaranteed income and no capital protection; and an investment in the Offering Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessments are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessments, OAK Securities will only procure investors who meet the criteria of 'professional clients' or 'eligible counterparties'. For the avoidance of doubt, the Target Market Assessments do not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively of the FCA Handbook Conduct of Business Sourcebook (for the purposes of the UK Target Market Assessment) or MiFID II (for the purposes of the EU Target Market Assessment); or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offering Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offering Shares and determining appropriate distribution channels. Timetable for the Offering Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Offering. It is possible that some of these dates may be changed. The Offering Shares will be allotted on 29 August 2025 subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. Terms of the Offering OAK Securities has, prior to the notification of this Announcement to the RNS, entered into the Placing Agreement with the Company under which OAK Securities has undertaken, on the terms and subject to the conditions set out therein, to use its reasonable endeavours as agent of the Company, to procure Placees for the Offering Shares. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Offering. Each Placee's commitment to subscribe for Offering Shares under the Offering and to participate in the Bookbuild (as defined below) will be agreed (by email, orally or otherwise) with OAK Securities and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this Appendix, to subscribe for and pay for Offering Shares at the Issue Price. Such commitment is not capable of variation, termination or rescission by the Placee in any circumstances except fraud. Upon such agreement, each Placee has an immediate, separate, irrevocable and binding obligation owed to OAK Securities, as agent for the Company, to pay OAK Securities (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the total number of Offering Shares such Placee has agreed to subscribe for in the Offering. All such obligations are entered into by the Placee with OAK Securities, acting in its capacity as agent of the Company, and are therefore directly enforceable by the Company. Each Placee's allocation of Offering Shares will be agreed between OAK Securities and the Company and will be confirmed by email or orally to each Placee by OAK Securities (as agent for the Company) as soon as possible following the closing of the Bookbuild and confirmed in writing, including the aggregate amount owed by such Placee to OAK Securities and settlement instructions ('Contract Confirmation'). The confirmation to such Placee by OAK Securities (as agent for the Company) constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of OAK Securities and the Company to subscribe for the number of Offering Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. All obligations under the Offering will be subject to fulfilment of the conditions referred to below under 'Conditions of the Offering' and to the Offering not being terminated on the basis referred to below under 'Right to terminate the Placing Agreement'. By participating in Offering, each Placee agrees that its rights and obligations in respect of the Offering will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. OAK Securities and its affiliates are entitled to enter bids as principal in the Offering. Irrespective of the time at which a Placee's allocation pursuant to the Offering is confirmed, settlement for all Offering Shares to be subscribed for pursuant to the Offering will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'. The Company confirms that the Offering Shares will when issued, subject to the constitution of the Company, rank pari passu in all respects and form one class with the existing Common Shares of the Company in issue as at the date of this announcement, including the right to receive dividends or other distributions after the date of issue of the Offering Shares, if any. The Offering Shares are or will be issued free of any encumbrance, lien or other security interest. Applications for Admission The Company will apply for admission of the Offering Shares to trading on AIM to become effective on or around 29 August 2025. Bookbuild The Offering will be conducted through an accelerated bookbuilding process (the 'Bookbuild' or the 'Bookbuilding Process'), which will be launched immediately following this Announcement. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of OAK Securities and the Company. It is currently envisaged that the result of the Bookbuilding Process will be announced via RNS on 21 August 2025 at or around 07:00 (UK time). Scaling back OAK Securities (after consulting with the Company) reserves the right to scale back the number of Offering Shares to be subscribed by any Placee or the number of Offering Shares to be subscribed for by all Placees in aggregate. OAK Securities also reserves the right not to offer allocations of Offering Shares to any person and not to accept offers to subscribe for Offering Shares or to accept such offers in part rather than in whole. OAK Securities shall be entitled to effect the Offering by such alternative method to the Bookbuild as it shall in its sole discretion lawfully determine in the exercise of its appointment and the powers, authority and discretion conferred on it as the sole broker. To the fullest extent permissible by law, neither OAK Securities nor any holding company of OAK Securities, nor any subsidiary, branch or affiliate of any of OAK Securities (each an 'Affiliate') nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither OAK Securities, nor any of its Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of its conduct of the Offering. Placing Agreement Pursuant to the Placing Agreement, OAK Securities has agreed on behalf of and as agent of the Company to use its reasonable endeavours to procure persons to subscribe for the Offering Shares at the Issue Price, subject to these Terms and Conditions. The Offering will not be underwritten. Conditions of the Offering The Offering is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of OAK Securities under the Placing Agreement in respect of the Offering Shares are conditional, inter alia, on:- If any of the conditions contained in the Placing Agreement ('Conditions') are not fulfilled (by 26 September 2025 the Placing Agreement shall cease and determine. Right to terminate the Placing Agreement OAK Securities may, in its absolute discretion, terminate the Placing Agreement, where, at its sole discretion (but in consultation with the Company), due to a change in market, economic or financial conditions, the Offering is rendered temporarily or permanently impracticable or inadvisable. The exercise by OAK Securities of a right of termination (or any right of waiver) exercisable by OAK Securities contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of OAK Securities and OAK Securities will not have any liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights. By accepting the Offering Shares referred to in the Announcement to which this Appendix is annexed, each Placee agrees that, without having any liability to such Placee, OAK Securities may exercise the right: (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date); (ii) to, in their absolute discretion, waive, in whole or in part, fulfilment of certain of the conditions (but not including Admission); or (iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them). If any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), the Placing Agreement is terminated or the Placing Agreement does not otherwise become unconditional in all respects, the Offering will not proceed and all funds delivered by Placees to OAK Securities pursuant to the Offering and this Appendix will be returned to Placees at their risk (without interest), and Placees' rights and obligations under the Offering shall cease and determine at such time and no claim shall be made by Placees in respect thereof. Registration and Settlement Irrespective of the time at which the Placee's allocation(s) pursuant to the Offering is/are confirmed, settlement for all Offering Shares to be acquired pursuant to the Offering will be required to be made on the basis explained below. Settlement of transactions in the Offering Shares (ISIN: CA7459321039) following Admission will take place on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation within the CREST system ('CREST') (subject to certain exceptions). OAK Securities reserves the right to require settlement for, and delivery of, the Offering Shares (or a portion thereof) to Placees by such other means that it may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in the jurisdiction of any Placee. In order to enable Placees to settle their securities through CREST, the Company has appointed Computershare Investor Services Plc to act as a depositary (the 'Depositary') to hold the Common Shares and issue dematerialised depositary interests representing the underlying Common Shares ('Depositary Interests'). The Depositary will hold the Common Shares on trust for the relevant shareholders and this trust relationship is documented in a deed poll previously executed by the Depositary (the 'Deed Poll'). The Deed Poll set(s) out the procedure for holders of Depositary Interests to vote at general meetings and to exercise other procedural shareholder rights, which will be transferred to the Depositary with the Common Shares. The Depositary Interests will be independent English securities and will be held on a register maintained by the Depositary. The Depositary Interests will have the same security code and ISIN number as the underlying Common Shares which they represent and will not require a separate admission to AIM. Following despatch of Contract Confirmations, Placees will be required to confirm by email to OAK Securities (as agent for the Company) the CREST account details in their names or in the names of their CREST nominees to which their Offering Shares should be credited. It is expected that settlement for Offering Shares will take place at 8.00 a.m. on 29 August 2025 unless otherwise notified by OAK Securities. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc as determined by OAK Securities, with interest compounded on a daily basis. Each Placee is deemed to agree that, if it does not comply with these obligations, OAK Securities may sell any or all of the Offering Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise in any jurisdiction upon the sale of such Offering Shares on such Placee's behalf. By communicating a bid for Offering Shares, each Placee confers on OAK Securities all such authorities and powers necessary or desirable to carry out any such sale and agrees to ratify and confirm all actions which OAK Securities lawfully takes in pursuance of such sale. If Offering Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Contract Confirmation is copied and delivered immediately to the relevant person within that organisation. The Company confirms that, insofar as Offering Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Offering Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Offering. Further Terms, Confirmations and Warranties By participating in the Offering, each Placee (and any person acting on such Placee's behalf) irrevocably makes the following confirmations, acknowledgements, representations, warranties and/or undertakings (as the case may be) to OAK Securities (in its capacity as sole broker and as agent of the Company) and the Company and their respective directors, agents and advisers, in each case as a fundamental term of its offer to acquire and subscribe for Offering Shares: The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company and OAK Securities (for their own benefit and, where relevant, the benefit of their respective officers and affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that the neither the Company nor OAK Securities owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Responsibility The Terms and Conditions set out in this Appendix and the Announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company. SOURCE: Pulsar Helium Inc. press release
