Forum Topics PAR PAR Cap Raise

Pinned straw:

Added 4 weeks ago

OK, so earlier this week we learned the details of the $PAR cap raising:

  • $14m via 73.7m shares at $0.19
  • An SPP target raising $2.0m at $0.19 or a 2.5% discount to the VWAP during 5 days before the SPP close.


Each share has 1 attaching option at $0.2375 expiring at the earlier of 1/12/26 or 20 busines days after the release of the Interim Analysis (IA).

Each option, if exercised, then has a "piggy-back" option of $0.38, expiring in 30 April 2029.

The company says the raising was "significantly upsized' from the initial target of $8.0m due to "strong investor demand".

I've trawled through the release to try and understand why the change of strategy, as previously, it was clear they would await the IA - due in August (now maybe September) before raising. That's because a positive IA would be a potentially very significant SP catalyst given the market potential for an approved OA treatment.

I think part of the clue for the raising is in the bit I wrote above that the IA was due in August,... now maybe in September. With a quarterly cash burn of $11m and only $11m in the bank, things are getting tight, raising the reliance on the Obsidian convertible facility. More on that below.

Now $PAR does not explicitly state that it had changed its strategy, but the language in the announcement makes the rationale clear.

The company emphasised that the raising would “extend runway through the interim analysis and into the post-interim period,” rather than simply funding up to that milestone. This indicates a shift from the earlier approach of waiting for the interim results before raising capital, to ensuring the business is fully funded across that key inflection point and into the next stage, including NDA preparation. Management now seem to be prioritising certainty of funding over trying to time the market around the interim readout - but in truth they don't explain what is driving the change of heart.

A second factor highlighted was balance sheet flexibility. The company noted that part of the proceeds would be used to repay its Obsidian convertible note facility and “reduce reliance on future drawdowns.This suggests the raise was partly motivated by a desire to avoid depending on potentially more expensive or restrictive funding sources if conditions deteriorate or if the interim result is less favourable than expected. By raising equity now, Paradigm strengthens its financial position ahead of a high-risk period. (Still that doesn't explain the change of position).

Finally, the structure of the deal shows an attempt to retain upside if the interim analysis is positive. The attaching options are explicitly designed to “accelerate additional capital inflows in the event of a positive clinical outcome.” Combined with the comment that the raise provides “funding flexibility through the upcoming interim analysis,” this indicates a more balanced strategy: secure funding upfront, reduce risk, and still leave room to raise further capital on better terms if the data is strong.

I think it is important to remember just how expensive the converitble debt facility is to $PAR. And as the SP of $PAR has fallen the terms of the facility which seek to protect the lender, become more onerous and likely more dilutive to $PAR shareholders.

So, it seems likely that the capital raising, the partial paydown of Obsidian, and the desire to be less reliant on Obsidian is in the best interests of shareholders.

To recap, here's where we are at:

Pre-raise: ~470–480m shares

Post-placement: ~545–555m shares

Post-SPP: ~555–565m shares

Fully diluted (incl. options): ~620–640m shares

So, it is a significant but not disastrous dilution.

And what does it buy? Well the latest OpCF burn was $11m for the quarter. So, at that rate, the raising buys 4-5 months space, with the options to likely buy another 5-6 months on top of that, and the "piggy back" options up to another 6-8 months.

So the raise + options + "piggy back" options is potentially enough to get through to an NDA decision, and therefore provides greater clarity of funding. Of course, that's provided the path to the NDA is straighforward and all options are exercised. Any delays in the process, and it won't be enough from my quick assessment.

Investment Decision

I have added to my small "research position" to a small 0.6% holding at $0.173 this morning, and will mull over whether to take this up to 1% by participating in the SPP.

Looking back at the earlier CT data, it is tempting to think this one has a good chance. However, the results were under-powered and can easily go either way in a controlled Phase 3 trial. So, this remains very much a binary bet. However, it is one I am prepared to place a small stake on.

Disc: Held

Tom73
Added 4 weeks ago

Thanks for making some sense of the raise @mikebrisy .

I have started to do some research into PAR, first place was getting my head around the capital structure and Loyalty Options, which have subsequently expired, however I noted that the amount expected to raise via these was $63.3m which is similar to the current raise which in total with all options taken up will raise up to $68.0m.

 b2b17e09ce91597bf660ce033a83ee59af8960.png

Coincidence? I expect not and they have known they needed $60-70m to get through the to the post interim period.

If that is the case, then the value of the piggyback options on the original Loyalty Options of $97.4m (97.4m options at $1 each), is probably what they will come back to the market looking for in the “post-post interim period”… which if it had happened would put them around a 640m share count!

Just a side note on the topic – I have a lot more to learn before I am at all interested in investing.

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mikebrisy
Added 4 weeks ago

@Tom73 What I concluded, based on my research, is that this is hugely assymetric bet, albeit it is still a bet, with a potential $0 outcome!


I'm not sure I agree with management's characterisation of the market potential, whereby they're assuming we can look at the large population of sufferers in key markets, 72m, and based on some share of that, assume annual treatment of some percentage of the 72m at a annual treatment cost of USD2,500 per annum. For sure, if $PAR is successful and become recognised as a new class of treatment, these kinds of revenues are conceivable.

However, my approach is a much more conservative assessing the total addressible market potential to be $25bn (2032 etc.) based on current medications, including NSAIDs etc, and assessing low, mid and high cases of gaining a share of that market.

My calculations are all set out below, and I am allowing for future dilution along the way from 600+ million today to 1 bn.

On my method, while peak revenue would not strictly be achievable by 2032 (more like 2035), the point is that by this time the peak would be "in sight", and the business would likely be valued at the revenue multiple indicated (e.g., in an M&A deal, which I think is the likely end state, as you need a global sales and marketing capability to capture the value).

Of course, you can get any numbers you like, but hopefully it is transparent here how I am viewing the risk and reward. In the case of NDA approval, it is not a heroic set of assumptions to get a 5-10x return from today.

Rough Valuation of the Speculative $PAR Opportunity

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Disc: Held (RL 0.6%)

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GazD
Added 4 weeks ago

If paradigm gets FDA approval I could see the upside being much more than 5-10 times. But yes binary bet.

I think if anything everything points to management miscalculating the funds required but I also take your slightly kinder interpretation on board @mikebrisy

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