SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2009
Prana
Biotechnology Limited
(Name of
Registrant)
Level
2, 369 Royal Parade Parkville Victoria 3052 Australia
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
¨
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____________
PRANA
BIOTECHNOLOGY LIMITED
6-K
Items
1. Press
Release
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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PRANA BIOTECHNOLOGY
LIMITED
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(Registrant)
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By
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/s/
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Geoffrey Kempler
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Geoffrey
Kempler,
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Executive
Chairman
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Date
September 9, 2009
Prana
Secures $6 million Additional Financing
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Provides greater opportunity
to advance Prana’s clinical assets, including PBT2 into
future
Alzheimer’s trials -
New York – September 9, 2009 :
Prana Biotechnology (ASX:PBT; NASDAQ:PRAN) today announced that it has
reached agreement to raise $6 million (Australian) to support its R&D
programs, to promote its drug development pipeline and to maintain corporate
activities.
The funds
come from an existing shareholder committed to Prana’s strategy to become a
leader in the development of drugs to treat age related neurodegenerative
diseases. Under the terms of the funding, Prana will issue 30 million ordinary
shares ranking equally with the existing ASX listed ordinary shares (equivalent
to 3 million ADR’s on NASDAQ) at a price of 20 cents (Australian currency) per
share. These shares which are subject to limited price protection, will be
issued without shareholder approval pursuant to the Company’s allowance under
ASX Listing Rule 7.1. The investor will also receive, subject to shareholder
approval, 10 million free attaching options each to acquire 1 ordinary share at
an exercise price of 30 cents and expiring 4 years from the date of issue of the
abovementioned shares. The Company will receive $5.7 million (Australian) net of
all fees.
Geoffrey
Kempler, Prana’s CEO, said, “We are always appreciative of the continuing
support we receive from existing shareholders. The new funds will allow Prana to
continue to build its development pipeline by providing the financial
flexibility to choose to advance PBT2 into the next Alzheimer’s Disease clinical
trial supported by either a pharmaceutical company or by investors. The funds
will also enable Prana to promote our other clinical opportunities, especially
around Parkinson’s Disease, and we hope soon to announce that we have selected a
lead compound for development.”
Prana’s
lead Alzheimer’s Disease compound, PBT2, has already completed a Phase IIa study
in early Alzheimer’s Disease patients and has demonstrated safety and
tolerability. In addition, PBT2 showed significant improvement in Executive
Function, an important aspect of cognitive performance, and reduced the levels
of Abeta in the spinal fluid of patients. Abeta is a key protein associated with
Alzheimer’s Disease.
Rodman
& Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital
Group, Inc. (Nasdaq: RODM - News) and Peregrine Corporate (Melbourne) were
advisors on the transaction.
About
Prana Biotechnology Limited
Prana
Biotechnology was established to commercialise research into Alzheimer’s Disease
and other major age-related neurodegenerative disorders. The Company was
incorporated in 1997 and listed on the Australian Stock Exchange in March 2000
and listed on NASDAQ in September 2002. Researchers at prominent
international institutions including The University of Melbourne, The Mental
Health Research Institute (Melbourne) and Massachusetts General Hospital, a
teaching hospital of Harvard Medical School, contributed to the discovery of
Prana’s technology.
For
further information please visit the Company’s web site at
www.pranabio.com.
About
the Placement
The
Placement of the shares and options is subject to limited price protection in
the event of potential registration delays that may arise in converting the 30
million ordinary shares to tradable American Depository Receipts (ADR’s) on the
NASDAQ market. The limited price protection compensates the subscriber should
the closing price of Prana shares on the ASX fall below A$0.19 (19 cents)
provided that protection is limited to a maximum of down to A$0.17 (17 cents)
from the date of issue of the Placement Shares until 5 days after the
registration of the ADR’s on NASDAQ. The subscriber will be entitled at no
further consideration to such number of additional shares as may be required so
that the average subscription price of the shares is equivalent to the relevant
closing price between the issuance of the shares and 5 days after the filing of
a registration statement with the Securities and Exchange Commission, with a
maximum protection down to A$0.17 (17 cents) per ordinary share.
Forward
Looking Statements
This
press release contains "forward-looking statements" within the meaning of
section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934. The Company has tried to identify such
forward-looking statements by use of such words as "expects," "intends,"
"hopes," "anticipates," "believes," "could," "may," "evidences" and "estimates,"
and other similar expressions, but these words are not the exclusive means of
identifying such statements. Such statements include, but are not limited
to any statements relating to the Company's drug development program, including,
but not limited to the initiation, progress and outcomes of clinical trials of
the Company's drug development program, including, but not limited to, PBT2, and
any other statements that are not historical facts. Such statements
involve risks and uncertainties, including, but not limited to, those risks and
uncertainties relating to the difficulties or delays in financing, development,
testing, regulatory approval, production and marketing of the Company’s drug
components, including, but not limited to, PBT2, the ability of the Company to
procure additional future sources of financing, unexpected adverse side effects
or inadequate therapeutic efficacy of the Company's drug compounds, including,
but not limited to, PBT2, that could slow or prevent products coming to market,
the uncertainty of patent protection for the Company's intellectual property or
trade secrets, including, but not limited to, the intellectual property relating
to PBT2, and other risks detailed from time to time in the filings the
Company makes with Securities and Exchange Commission including its annual
reports on From 20-F and its reports on Form 6-K. Such statements are
based on management’s current expectations, but actual results may differ
materially due to various factions including those risks and uncertainties
mentioned or referred to in this press release. Accordingly, you should
not rely on those forward-looking statements as a prediction of actual future
results.
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Contacts:
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Investor
Relations
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Media
Relations
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Leslie
Wolf-Creutzfeldt
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Stacy
Dimakakos
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T:
646-284-9472
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T:
646-284-9417
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E:
leslie.wolf-creutzfeldt@us.grayling.com
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E:
stacy.dimakakos@us.grayling.com
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