PainReform Announces Pricing of $2.7 Million Concurrent Registered Direct Offering and Private Placement
12 Juillet 2023 - 3:05PM
PainReform Ltd. (Nasdaq: PRFX) ("
PainReform" or
the "
Company"), a clinical-stage specialty
pharmaceutical company focused on the reformulation of established
therapeutics, today announced that it has entered into a definitive
agreement for the purchase and sale of 301,230 of the Company’s
ordinary shares (or pre-funded warrants in lieu thereof), at a
purchase price of $9.00 per ordinary share, in a registered direct
offering. In a concurrent private placement, the Company has agreed
to issue in the offering unregistered warrants to purchase up to an
aggregate of 301,230 ordinary shares. The offering is expected to
close on or about July 14, 2023, subject to satisfaction of
customary closing conditions.
Maxim Group LLC is acting as the exclusive placement agent for
the offering.
The warrants will have an exercise price $9.00
per share, will become exercisable immediately upon issuance and
have a term of five years from the date of issuance.
The gross proceeds from the offerings (without
taking into account any proceeds from any future exercises of
warrants), before deducting the placement agent's fees and other
offering expenses payable by the Company, are expected to be
approximately $2.7 million. The Company intends to use the net
proceeds for funding research and development and clinical trials
and for other working capital and general corporate purposes.
The ordinary shares (or pre-funded warrants)
offered in the registered direct offering (but excluding the
securities offered in the private placement) are being offered and
sold by the Company pursuant to a “shelf” registration statement on
Form F-3 (File No. 333-259318) originally filed with the U.S.
Securities and Exchange Commission (the “SEC”) on September 3, 2021
and declared effective by the SEC on September 13, 2021. The
offering of the ordinary shares (or pre-funded warrants) to be
issued in the registered direct offering is being made only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A final prospectus
supplement and the accompanying prospectus relating to the
registered direct offering will be filed with the SEC. Electronic
copies of the final prospectus supplement and the accompanying
prospectus may be obtained, when available, on the SEC’s website at
http://www.sec.gov or by contacting Maxim Group LLC, 300 Park
Avenue, New York, NY 10022, Attention: Syndicate Department, or via
email at syndicate@maximgrp.com or telephone at (212) 895-3745.
The unregistered warrants described above were
offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Act”), and Regulation D
promulgated thereunder and, along with the ordinary shares
underlying the warrants, have not been registered under the Act, or
applicable state securities laws. Accordingly, the unregistered
warrants and underlying ordinary shares may not be offered or sold
in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any sale of these securities in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
About PainReform
PainReform is a clinical-stage specialty
pharmaceutical company focused on the reformulation of established
therapeutics. PRF-110, the Company's lead product, is based on the
local anesthetic ropivacaine, targeting the postoperative pain
relief market. PRF-110 is an oil-based, viscous, clear solution
that is deposited directly into the surgical wound bed prior to
closure to provide localized and extended postoperative analgesia.
The Company's proprietary extended-release drug-delivery system is
designed to provide an extended period of post-surgical pain relief
without the need for repeated dose administration while reducing
the potential need for the use of opiates. For more information,
please visit www.painreform.com.
Notice Regarding Forward-Looking
Statements
This press release contains forward-looking
statements about our expectations, beliefs and intentions as well
as statements relating to the concurrent registered direct offering
and private placement, including, without limitation, as to the
consummation of the offering described above, the expected proceeds
from the offering, the intended use of proceeds and the timing of
the closing of the offering. Forward-looking statements can be
identified by the use of forward-looking words such as "believe",
"expect", "intend", "plan", "may", "should", "could", "might",
"seek", "target", "will", "project", "forecast", "continue" or
"anticipate" or their negatives or variations of these words or
other comparable words or by the fact that these statements do not
relate strictly to historical matters. These forward-looking
statements are based on assumptions and assessments made in light
of management's experience and perception of historical trends,
current conditions, expected future developments and other factors
believed to be appropriate. Forward-looking statements in this
press release are made as of the date of this press release, and we
undertake no duty to update or revise any such statements, whether
as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties, many of which are
outside of our control. Many factors could cause our actual
activities or results to differ materially from the activities and
results anticipated in forward- looking statements, including, but
not limited to, the following: our ability to continue as a going
concern, our history of losses, our need to raise additional
capital and our ability to obtain additional capital on acceptable
terms, or at all; our dependence on the success of our initial
product candidate, PRF-110; the outcomes of preclinical studies,
clinical trials and other research regarding PRF-110 and future
product candidates; the impact of the COVID-19 pandemic on our
operations; our limited experience managing clinical trials; our
ability to retain key personnel and recruit additional employees;
our reliance on third parties for the conduct of clinical trials,
product manufacturing and development; the impact of competition
and new technologies; our ability to comply with regulatory
requirements relating to the development and marketing of our
product candidates; our ability to establish and maintain strategic
partnerships and other corporate collaborations; the implementation
of our business model and strategic plans for our business and
product candidates; the scope of protection we are able to
establish and maintain for intellectual property rights and our
ability to operate our business without infringing the intellectual
property rights of others; the overall global economic environment;
our ability to develop an active trading market for our ordinary
shares and whether the market price of our ordinary shares is
volatile; and statements as to the impact of the political and
security situation in Israel on our business. More detailed
information about the risks and uncertainties affecting us is
contained under the heading "Risk Factors" included in the
Company's most recent Annual Report on Form 20-F and in other
filings that we have made and may make with the Securities and
Exchange Commission in the future.
Contact:
Crescendo Communications, LLC
Tel: 212-671-1021
Email: prfx@crescendo-ir.com
Ilan Hadar
Chief Executive Officer
PainReform Ltd.
Tel: +972-54-5331725
Email: ihadar@painreform.com
PainReform (NASDAQ:PRFX)
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