Aditx Therapeutics Announces Pricing of $9.6 Million Follow-On Public Offering
September 02 2020 - 8:30AM
via NEWMEDIAWIRE ‒ Aditx Therapeutics, Inc. (Aditxt) (the
“Company”) (Nasdaq: ADTX), a life sciences company developing
biotechnologies specifically focused on improving the health of the
immune system through immune monitoring and reprogramming, today
announced the pricing of an underwritten public offering of
2,400,000 units at an offering price of $4.00 per unit. Each unit
will immediately separate into one share of common stock, one
Series A-1 Warrant, and one Series B-1 Warrant. The Series A-1
Warrants permit the holder to purchase one share of common stock at
an exercise price of $3.19 per share and expire after 5 years.
The Series B-1 Warrants are exercisable at $5.00 per share and
expire after 5 years. The Series B-1 Warrants contain an exchange
feature that will permit the holder to exchange the warrant into
shares of common stock on a one-for-one basis any time commencing
the earlier of 10 trading days from the offering or when $10
million of volume is traded in the Company’s common stock, if the
closing stock price of the Company’s common stock on the date of
exercise is below the exercise price of the Series B-1
Warrant.
The Company is also offering to those purchasers, if any, whose
purchase of common stock in the offering would otherwise result in
such purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of the Company’s
outstanding common stock immediately following the consummation of
the offering, the opportunity, in lieu of purchasing common stock,
to purchase non-voting Series A Convertible Preferred Stock
(“Preferred Stock”). Each share of Preferred Stock is being sold
together with the same warrants described above being sold with
each share of common stock. For each share of Preferred Stock
purchased in the offering in lieu of common stock, the Company will
reduce the number of shares of common stock being sold in the
offering on a one-for-one basis.
In addition, Aditxt has granted the underwriters a 45-day option
to purchase up to an additional 360,000 shares of common stock
and/or Series A-1 Warrants to purchase up to an aggregate
of 360,000 shares of common stock and Series B-1 Warrants
to purchase up to an aggregate of 360,000 shares of
common stock, in any combinations thereof, at the public offering
price per security, less the underwriting discounts and
commissions, to cover over-allotments, if any.
The Company does not intend to apply for any listing of either
of the warrants or the Preferred Stock on the Nasdaq Capital Market
or any other securities exchange or nationally recognized trading
system, and it does not expect a market to develop for the
Preferred Stock, Series A-1 Warrants or the Series B-1
Warrants.
Dawson James Securities, Inc. acted as the sole book-running
manager for the offering. The offering is expected to close
on or about September 4, 2020, subject to customary closing
conditions.
The offering is being made solely by means of a prospectus. A
copy of the final prospectus related to the offering may be
obtained, when available, from Dawson James Securities, Inc.,
Attention: Prospectus Department, 1 N. Federal Highway, 5th Floor,
Boca Raton, Florida 33432, by telephone at 1 (866) 928-0928 or by
email at syndicate@dawsonjames.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Aditx Therapeutics
Aditxt is developing technologies specifically focused on
improving the health of the immune system through immune monitoring
and reprogramming. The immune monitoring technology is designed to
provide a personalized comprehensive profile of the immune system.
The immune reprogramming technology is currently at the
pre-clinical stage and is designed to retrain the immune system to
induce tolerance with an objective of addressing rejection of
transplanted organs, autoimmune diseases, and allergies. For more
information, please visit: www.aditxt.com
Forward-Looking Statements
Certain statements in this press release constitute
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements include statements
regarding the Company’s intentions, beliefs, projections, outlook,
analyses, or current expectations concerning, among other things,
the Company’s ongoing and planned product development; 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. These
forward-looking statements are based upon current estimates and
assumptions and are subject to various risks and uncertainties,
including without limitation those set forth in the Company’s
filings with the Securities and Exchange Commission and the risk
factors relating to its business contained therein, which are
available at the SEC’s website (www.sec.gov). Thus, actual results
could be materially different. The Company expressly disclaims any
obligation to update or alter statements whether as a result of new
information, future events or otherwise, except as required by
law.
Investor Relations:
PCG AdvisoryJeff RamsonChief Executive
OfficerIR@aditxt.com 646-762-4518www.aditxt.com
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