$MTFBW Closes $25 Million #IPO & #EU Placement

NEW YORK, Nov. 23, 2016 — Motif Bio plc (Motif) (NASDAQ:MTFB), (NASDAQ:MTFBW), a clinical stage biopharmaceutical company specializing in developing novel antibiotics, announced today the closing of its initial U.S. public offering of approximately 2.44 million American Depositary Shares (ADSs) with 50% warrant coverage. Each ADS, representing 20 ordinary shares of Motif, and warrant to purchase 0.5 ADSs were sold at a price to the public of $6.98 per ADS and warrant combination.  Motif has granted the underwriters a 30-day option to purchase up to an additional 292,618 ADSs and/or 146,309 warrants to cover over-allotments, if any, in the U.S. offering.

Each full ADS warrant has a per ADS exercise price of $8.03. The ADS warrants are exercisable immediately and have a term of five years. The ADSs and ADS warrants are listed on The NASDAQ Capital Market under the symbols “MTFB” and “MTFBW,” respectively.

H.C. Wainwright & Co., LLC acted as the sole book-running manager for the offering.

Motif also closed its concurrent placement in Europe of approximately 22.9 million ordinary shares with 50% warrant coverage. Each ordinary share and warrant to purchase 0.5 of an ordinary share were sold at a price to the public of 28 pence per ordinary share and warrant combination. Each full ordinary share warrant has a per ordinary share exercise price of 32.2 pence.  The ordinary share warrants are exercisable immediately and have a term of five years.  Motif’s ordinary shares trade on the AIM market of the London Stock Exchange under the ticker symbol “MTFB.”

Zeus Capital Limited, Northland Capital Partners and MC Services acted as the placing agents in the European Placement.

The aggregate gross proceeds to the Company, before deducting underwriting discounts and commissions, placing agent commissions and other estimated offering expenses, were approximately $25 million.

The Company intends to use the net proceeds from these offerings, together with cash and cash equivalents on hand, (i) to fund the expenses to be incurred in conducting the two Phase 3 clinical trials of iclaprim for the treatment of ABSSSI, including the completion of our REVIVE-1 trial; and (ii) for working capital, general and administrative expenses, research and development expenses, and other general corporate purposes.

While the Board believes that, along with the Company’s existing cash and cash equivalents, the net proceeds from the U.S. offering and concurrent European placement will provide sufficient capital to enable the Company to complete the REVIVE-1 trial, the Company will require additional funds to complete the REVIVE-2 trial and plans to raise the additional capital through public or private financings and/or other partnering opportunities.

The registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission on November 17, 2016. The U.S. offering is being made only by prospectus. Copies of the final prospectus related to the offering may be obtained from: H.C. Wainwright & Co., 430 Park Avenue, New York, NY 10022, telephone: 212-356-0500, or e-mail: placements@hcwco.com. Investors may also obtain these documents at no cost by visiting the SEC’s website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Motif

Motif Bio is a clinical-stage biopharmaceutical company, engaged in the research and development of novel antibiotics designed to be effective against serious and life-threatening infections in hospitalized patients caused by multi-drug resistant bacteria. Our lead product candidate, iclaprim, is being developed for the treatment of acute bacterial skin and skin structure infections (ABSSSI) and hospital acquired bacterial pneumonia (HABP), including ventilator associated bacterial pneumonia (VABP), which is often caused by MRSA (methicillin resistant Staphylococcus aureus). We are currently enrolling and dosing patients in two global Phase 3 clinical trials (REVIVE-1 and REVIVE-2) with an intravenous formulation of iclaprim, for the treatment of ABSSSI.  Data readout for REVIVE-1 is expected in the second quarter of 2017 and REVIVE-2 is on track for data readout in the second half of 2017.

For further information please contact:

Motif Bio plc Contact:
Pete A. Meyers
Chief Financial Officer
212-210-6248
ir@motifbio.com

Investor Contact:
Patricia L. Bank
Westwicke Partners
415-513-1284
patti.bank@westwicke.com