On March 25, 2013, PharmAthene, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may offer and sell, from time to time, through Cantor shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company having an aggregate offering price of up to $15.0 million (the “Shares”). The Company intends to use the net proceeds from the offering, if any, for general corporate purposes, which may include working capital, research and development expenses, general and administrative expenses, and capital expenditures.
The Company is not obligated to sell any Shares under the Agreement. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of NYSE MKT, to sell Shares from time to time based upon the Company’s instructions.
Under the Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on NYSE MKT, on any other existing trading market for the Common Stock or to or through a market maker. In addition, pursuant to the terms and conditions of the Agreement and subject to the instructions of the Company, Cantor may sell Shares by any other method permitted by law, including in privately negotiated transactions. We may instruct Cantor not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time.
The Agreement will terminate upon the earlier of (i) the sale of Shares under the Agreement having an aggregate offering price of $15.0 million and (ii) the termination of the Agreement as permitted therein....
So IF the offering averages out at $1.50, that would mean 10M new shares added to their current count of 47M shares. Now why would they dilute to the tune of 20%, when they are right on the verge of hearing from the appeals court and receiving gobs and gobs of free money from the crapshoot parsons lotto?
Following the confusion they demonstrated during their recent conference call (remember their inability to answer questions about Siga's deferred revenue accounting practices), I'm thinking they finally realized that, even in the event the decision is affirmed in full by the Delaware Supreme Court, they may not be seeing any $$$ until the entire contract is satisfied....this could be years.