Cell Genesys Slips New Holders a Mickey

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Cell Genesys, Inc. (CEGE-NASDAQ) has done what many small biotechs do that are in need of cash: sell shares in a private placement "PIPE" after a sharp stock run-up.  It has entered into definitive agreements with institutional investors to sell 10.8 million shares of its common stock and warrants to purchase 2.2 million shares of its common stock through a registered direct offering for gross proceeds of $60 million, before deducting offering fees and expenses.  It also lists Credit Suisse as the lead placement agent for the offering and Needham, Canaccord Adams, and Cantor Fitzgerald are listed as co-placement agents.

The good news is that the funds are all going for what they should be going for: Cell Genesys intends to use the net proceeds from this offering to fund development of its product candidates, including ongoing Phase 3 trials of its lead product, GVAX immunotherapy for prostate cancer, as well as for general corporate purposes.  The original shelf offering was made in 2003 and the company has previously raised capital. These shares and warrants will be immediately seperable and the five-year warrants will not be exercisable prior to six months after issuance.

Shares are down 8.5% at $5.56 in pre-market trading after closing down more than 10% yesterday.  This can’t be too large of a shock since the company stock has more than doubled in the last 3-weeks after the meteoric rise in Dendreon (DNDN). 

Jon C. Ogg
April 11, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.