Prospectus
Supplement
(To
Prospectus dated September 23, 2009)
8,000,000
UNITS
Keryx
Biopharmaceuticals, Inc.
Units
Consisting of
One
Share of Common Stock and
One
Warrant to Purchase 0.35 of a Share of Common Stock
We are
offering 8,000,000 units, with each unit consisting of one share of our common
stock and a warrant to purchase 0.35 of a share of our common stock (and the
shares of common stock issuable from time to time upon exercise of the offered
warrants), to selected institutional investors pursuant to this prospectus
supplement and the accompanying prospectus. The units will be
purchased at a negotiated price of $2.50 per unit. The warrants have
an exercise price of $2.65 and are exercisable upon issuance.
We have
entered into agreements with a placement agent and certain advisors and have
agreed to pay the placement agent and advisors the fees as set forth in the
table below.
|
|
|
Per
Unit
|
|
|
Aggregate
Offering
|
|
|
Public
offering price
|
|
$ |
2.500 |
|
|
$ |
20,000,000 |
|
|
Placement
agent and advisory fees
|
|
$ |
0.175 |
(1) |
|
$ |
1,400,000 |
|
|
Proceeds,
before expenses, to us
|
|
$ |
2.325 |
|
|
$ |
18,600,000 |
|
________________
(1)
Includes $0.125 per unit payable to Rodman & Renshaw, LLC as the placement
agent on this transaction, and $0.025 per unit payable to each of Ladenburg
Thalmann & Co. Inc. and Brean Murray, Carret & Co., LLC as advisors on
this transaction.
We have
also agreed to pay the placement agent a fee equal to 6% of the of the aggregate
cash exercise price received by us upon the exercise of the warrants sold in
this offering. In addition to the placement agent fees, the placement agent will
receive a warrant to purchase up to 108,000 shares of common stock at an
exercise price of $3.125 per share pursuant to this prospectus supplement. The
warrant will be exercisable upon issuance. The placement agent agreement also
contains customary representations and warranties, indemnification provisions
and closing conditions.
Our
common stock trades on the Nasdaq Capital Market under the symbol
“KERX.” On September 25, 2009, the last reported sales price of our
common stock on the Nasdaq Capital Market was $2.68 per share.
Investing
in our common stock involves risks. See “Risk Factors” beginning on
page 13 of our annual report on Form 10-K and on page 33 of our quarterly report
on Form 10-Q for the quarter ended June 30, 2009, which is incorporated into the
prospectus and this prospectus supplement.
The net
proceeds from any sales under this prospectus supplement will be used to advance
our pharmaceutical products.
_____________________________________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
_____________________________________
September
25, 2009