Aditxt Announces $6 Million Private Placement Priced At-The-Market under Nasdaq Rules
29 Décembre 2023 - 11:07PM
Business Wire
Aditxt, Inc., (NASDAQ: ADTX) ("Aditxt" or the "Company"), an
innovation company developing and commercializing technologies with
a focus on monitoring and modulating the immune system, today
announced that it has entered into definitive agreements for the
purchase and sale of an aggregate of 1,237,114 shares of common
stock (or pre-funded warrant in lieu thereof) at a purchase price
of $4.85 per share (or pre-funded warrant in lieu thereof) and
accompanying warrant, in a private placement priced at-the-market
under Nasdaq rules. Each share of common stock (or pre-funded
warrant in lieu thereof) is being offered in the offering together
with warrants to purchase two shares of common stock at an exercise
price of $4.60 per share. The warrants will be exercisable
immediately upon issuance and expire three years from the date of
issuance. The private placement is expected to close on or about
January 3, 2024, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the offering are expected to be $6
million, prior to deducting placement agent’s fees and other
offering expenses payable by Aditxt. Aditxt intends to use the net
proceeds from the offering for working capital and other general
corporate purposes.
The Company also has agreed that certain warrants to purchase an
aggregate of 106,594 shares of common stock of the Company that
were issued to such investors with exercise prices ranging from
$34.40 to $6,380 per share and expiration dates ranging from March
2, 2024 to September 20, 2027, will be amended, among others, to
have a reduced exercise price of $4.60 per share, at an additional
offering price of $0.125 per amended warrant.
The securities described above are being offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and/or Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Securities Act, or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock 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 Securities 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 these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Aditxt
Aditxt,® Inc. (NASDAQ: ADTX) is a global innovation company
focused on therapeutics and technologies that monitor and modulate
the immune system. Aditxt’s mission of "Making Promising
Innovations Possible, Together" is defined by our growing ecosystem
of research institutions, global industry partners and shareholders
who inform and inspire our mission. Aditxt’s diverse innovation
portfolio includes: Adimune, Inc.™, developing and designing a new
class of therapeutics for retraining the immune system to address
organ rejection, autoimmunity, and allergies; Adivir, Inc.™,
focused on identifying, developing and commercializing new ways to
treat infectious diseases; and Pearsanta, Inc.™, which offers
personalized immune monitoring intended to be informative for a
wide range of health conditions, including hereditary cancer,
wounds and cardiomyopathy.
Forward-Looking Statements
Certain statements in this press release constitute
"forward-looking statements" within the meaning of federal
securities laws. Forward-looking statements include statements
regarding, the ability of the Company to consummation of the
private placement, the satisfaction of the closing conditions of
the private placement and the use of proceeds therefrom, the
Company's intentions, beliefs, projections, outlook, analyses or
current expectations concerning, among other things, the Company's
ongoing and planned product and business development; the Company’s
ability to finance and execute on its strategic M&A
initiatives; the Company's intellectual property position; the
Company's ability to develop commercial functions; expectations
regarding product launch and revenue; the Company's results of
operations, cash needs, spending, financial condition, liquidity,
prospects, growth and strategies; the industry in which the Company
operates; and the trends that may affect the industry or the
Company. Forward-looking statements are not guarantees of future
performance and actual results may differ materially from those
indicated by these forward-looking statements as a result of
various important factors, as well as market and other conditions
and those risks more fully discussed in the section titled "Risk
Factors" in the Company's most recent Annual Report on Form 10-K,
as well as discussions of potential risks, uncertainties, and other
important factors in the Company's other filings with the
Securities and Exchange Commission. All such statements speak only
as of the date made, and the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by law.
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