Viking Therapeutics Inc (Nasdaq:VKTX), a clinical-stage biopharmaceutical company focused on the development of novel therapies for metabolic and endocrine disorders, announced on Wednesday its intention to offer, subject to market and other conditions, USD200.0m of common stock and USD200.0m aggregate principal amount of convertible senior notes due 2032 in separate public offerings registered under the Securities Act of 1933, as amended.
Viking also expects to grant the underwriters of the common stock offering a 30-day option to purchase up to an additional USD30.0m of common stock, and expects to grant the underwriters of the note offering a 30-day option to purchase up to an additional USD30.0m aggregate principal amount of notes, solely to cover over-allotments. Completion of the common stock offering will not be contingent on the completion of the note offering, and completion of the note offering will not be contingent on the completion of the common stock offering.
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the note offering and the common stock offering.
The notes will be senior, unsecured obligations of Viking, will accrue interest payable semi-annually in arrears and will mature on 15 October 2032, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Viking will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Viking's election.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Viking's option at any time, and from time to time, on or after 22 October 2029 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Viking's common stock exceeds 130% of the conversion price for a specified period of time. The notes will also be redeemable, in whole and not in part, for cash at Viking's election at any time if the principal amount of the notes then outstanding is less than 15% of the aggregate principal amount of the notes issued in this offering (including any additional notes issued pursuant to any exercise of the underwriters' option to purchase additional notes). The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
If certain corporate events that constitute a 'fundamental change' occur, then, subject to a limited exception, noteholders may require Viking to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to the fundamental change repurchase date.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the note offering.
Viking intends to use the net proceeds from the note offering and the common stock offering for the continued clinical development, advancement and commercialisation of its VK2735 programme, the continued clinical development and advancement of its VK3019 programme and for other general research and development, working capital and general corporate purposes.
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