Issuer
Free Writing Prospectus dated July 30, 2009
Filed
Pursuant to Rule 433
Registration
No. 333-160130
(Relating
to Prospectus dated July 2, 2009)
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Issuer
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Micromet,
Inc. (NASDAQ: MITI)
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Common
stock offered by Micromet
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14,000,000
shares of common stock (excluding up to an additional 2,100,000 shares to
cover over-allotments). Except as otherwise indicated, all
information in this issuer free writing prospectus assumes no exercise by
the underwriters of their over-allotment option.
Upon
completion of this offering, we will have 66,578,875 shares of common
stock outstanding based on the actual number of shares outstanding as of
June 30, 2009, which was 52,578,875, and does not include, as of that
date:
·
9,295,559
shares of common stock issuable upon the exercise of outstanding options,
with a weighted average exercise price of $3.60 per share;
·
8,222,416
shares of common stock issuable upon the exercise of outstanding warrants,
with a weighted average exercise price of $3.92 per share;
and
·
1,465,035
shares of common stock reserved for future issuance under our stock-based
compensation plans, consisting of 1,016,602 shares of common stock
reserved for issuance under our 2003 Amended and Restated Equity Incentive
Plan, 243,614 shares of common stock reserved for issuance under our 2006
Equity Incentive Award Plan and 204,819 shares of common stock reserved
for issuance under our Employee Stock Purchase Plan.
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Public
offering
price
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$5.00
per share.
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Underwriting
discount
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$0.325
per share.
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Consolidated
balance sheet data
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Our
cash, cash equivalents and short-term investments available for sale was
approximately $49.2 million as of June 30, 2009.
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Use
of
proceeds
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We
intend to use the net proceeds from this offering for preclinical and
clinical development of our drug candidates, for discovery research for
new drug candidates and for general corporate purposes, including working
capital. In addition, we may use a portion of the proceeds to
acquire drugs or drug candidates, technologies, businesses or other
assets.
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Dilution
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After
giving effect to the sale of an aggregate of 1,420,568 shares of our
common stock to Kingsbridge Capital Limited, or Kingsbridge, pursuant to a
Common Stock Purchase Agreement dated as of December 1, 2008, at an
average price of $3.70 per share, our pro forma net tangible book value,
as of March 31, 2009, was approximately $31.3 million, or $0.60 per share
of common stock. “Net tangible book value per share” is net
tangible book value divided by the total number of shares of common stock
outstanding.
Based
on the public offering price of $5.00 per share, the dilution per share to
new investors in this offering will be $3.55, and our pro forma net
tangible book value per share will increase by approximately
$0.86. Investors purchasing shares of common stock in this
offering will contribute approximately 23.7% of the total consideration
paid for our outstanding common stock and will own approximately 21.1% of
our outstanding common stock following the completion of this
offering.
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Risk
factors
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Before
you make a decision to invest in our common stock, you should consider
carefully the risks described below, and in the section entitled “Risk
Factors” contained in our quarterly report on Form 10-Q for the
fiscal quarter ended March 31, 2009, as filed with the SEC on May 11,
2009, together with other information in the prospectus to which this
issuer free writing prospectus relates, and the information incorporated
by reference therein.
Additional
Risks Related to This Offering
Management
will have broad discretion as to the use of the proceeds from this
offering, and we may not use the proceeds effectively.
We
have not designated any portion of the net proceeds from this offering to
be used for any particular purpose. Accordingly, our management will have
broad discretion as to the application of the net proceeds from this
offering, and could spend the proceeds in ways that do not necessarily
improve our operating results or enhance the value of our common
stock.
You
will experience immediate dilution in the book value per share of the
common stock you purchase.
Because
the price per share of our common stock being offered is substantially
higher than the book value per share of our common stock, you will suffer
substantial dilution in the net tangible book value of the common stock
you purchase in this offering. After giving effect to the sale by us of
14,000,000 shares of common stock in this offering, and based on a public
offering price of $5.00 per share in this offering and a pro forma net
tangible book value per share of our common stock of $0.60 as of March 31,
2009, if you purchase shares of common stock in this offering, you will
suffer immediate and substantial dilution of $3.55 per share in the net
tangible book value of the common stock. If the underwriters exercise
their over-allotment option, you will experience additional dilution.
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Underwriters
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Piper
Jaffray & Co., RBC Capital Markets Corporation and Merriman Curhan
Ford
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We have
filed a registration statement and a prospectus with the SEC for the offering to
which this communication relates. Before you invest, you should read the
prospectus and other documents we have filed with the SEC for more complete
information about us and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the underwriters for this offering will arrange to send you the prospectus if
you submit a written request to Piper Jaffray & Co. at 800 Nicollet
Mall, Minneapolis, MN 55402, Attention: Equity Capital Markets, or by calling
toll-free (800) 747-3924. You may also access the prospectus by
clicking on the following
link: http://www.sec.gov/Archives/edgar/data/1131907/000114420409033613/v152618_s3.htm.