Adamis Pharmaceuticals Announces Pricing of $6.7 Million Registered Direct Offering
February 21 2020 - 09:15AM
Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) (“Adamis” or the
“Company”) today announced it has entered into a securities
purchase agreement with certain accredited institutional investors
to purchase approximately $6.7 million of its common stock in a
registered direct offering and warrants to purchase shares of
common stock in a concurrent private placement. The combined
purchase price for one share of common stock and 0.75 warrants will
be $0.58.
Under the terms of the purchase agreement, Adamis has agreed to
sell 11,600,000 shares of its common stock. In a concurrent
private placement, Adamis has agreed to issue warrants to purchase
up to an aggregate of 8,700,000 shares of common stock. The
warrants will be exercisable commencing on the later of (i) six
months from the date of issuance or (ii) the date that Adamis’
stockholders approve either an increase in the number of Adamis’
authorized shares of common stock or a reverse stock split, in
either case in an amount sufficient to permit the exercise in full
of all of the warrants, will expire on the five year anniversary of
the initial exercise date and will have an exercise price of $0.70
per share.
The gross proceeds to the Company from the registered direct
offering and concurrent private placement are expected to be
approximately $6.7 million before deducting the placement agents’
fees and other estimated offering expenses. The registered
direct offering and concurrent private placement is expected to
close on or about February 25, 2020, subject to the satisfaction of
customary closing conditions.
Maxim Group LLC is acting as the sole placement agent in
connection with the offering.
The common shares are being offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-226100) previously
filed and declared effective by the Securities and Exchange
Commission (SEC). The warrants issued in the concurrent
private placement and shares issuable upon exercise of such
warrants 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 have not been registered
under the Act or applicable state securities law.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
A prospectus supplement relating to the shares of common
stock will be filed by Adamis Pharmaceuticals with the SEC.
When available, copies of the prospectus supplement relating
to the registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at
www.sec.gov or from Maxim Group LLC, 405 Lexington Avenue, New
York, NY 10174, Attention: Syndicate Department, or via email at
syndicate@maximgrp.com or telephone at (212) 895-3745.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
respiratory disease, allergy and opioid overdose. The
Company’s SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI
(epinephrine) Injection 0.15mg products both use the same injection
device as used for ZIMHI and were approved by the FDA for
use in the emergency treatment of acute allergic reactions,
including anaphylaxis, and both were fully launched in the U.S.
in July 2019. Please refer to www.SYMJEPI.com for
additional product information. In addition to its ZIMHI (naloxone)
injection product candidate, Adamis is developing other products,
including a metered dose inhaler and dry powder inhaler product
candidates for the treatment of asthma and COPD. The
Company’s subsidiary, U.S. Compounding, Inc., compounds
sterile prescription drugs, and certain nonsterile drugs for
patients, animals, hospitals, clinics and surgery centers
throughout most of the United States.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the offering.
The offering is subject to market and other conditions, and
there can be no assurance as to whether or when the offering may be
completed. For example, there are risks associated with
investors fulfilling their obligations to purchase the securities
and Adamis’ ability to satisfy its conditions to close the
offering. These forward-looking statements also are subject
to risks, uncertainties and assumptions, including those detailed
from time to time in the Company’s filings with the SEC, and
represent the Company’s views only as of the date they are made and
should not be relied upon as representing the Company’s views as of
any subsequent date. The Company’s actual results may differ
materially from those contemplated by these forward-looking
statements. Except to the extent required by law, the Company
does not undertake to update any of these forward-looking
statements to reflect a change in its views or events or
circumstances that occur after the date of this press
release.
Contact Adamis:
Mark Flather Senior Director, Investor
Relations & Corporate Communications (858) 412-7951
mflather@adamispharma.com
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