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2 Months : From Nov 2019 to Jan 2020
Genprex, Inc. (“Genprex” or the “Company”) (NASDAQ: GNPX), a clinical stage gene therapy company developing a new approach to treating cancer based upon a novel proprietary technology platform, announced today a registered direct offering of 3,167,986 shares of its common stock at a price to the public of $0.40 per share, for gross proceeds of approximately $1.26 million prior to deduction of commissions and offering expenses payable by Genprex. In a concurrent private placement, the Company agreed to issue to the investors in the registered direct offering unregistered warrants to purchase up to 3,167,986 shares of the Company’s common stock.
Joseph Gunnar & Co. is acting as the exclusive placement agent.
The warrants will be exercisable 6 months from the issuance date, have an exercise price of $0.46 per share, and will expire 5 years from such date. The warrants will be exercisable for 100% of shares of common stock purchased by each investor in the registered direct offering. In addition, the Company has agreed to reduce the exercise price of an aggregate of 2,283,740 warrants held by the purchasers in the registered direct offering to $0.46, which warrants will not be exercisable for six months from the closing of the registered directed offering and the expiration date of the warrants will be extended by six months to January 27, 2024.
The Company intends to use the net proceeds of the offering for working capital and general corporate purposes. The closing of the offering is expected to take place on or about November 25, 2019, subject to the satisfaction or waiver of customary closing conditions.
The shares of common stock described above (but not the warrants or the shares of common stock underlying the warrants) are being offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-233774) that was filed by the Company with the Securities and Exchange Commission (SEC) and was declared effective on October 28, 2019. The Company will file a prospectus supplement with the SEC relating to such shares of common stock. Copies of the prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering may be obtained, when available, from Joseph Gunnar & Co., 30 Broad Street, 11th Floor, New York, NY 10004, or by email at email@example.com. In connection with the private placement, the Company has agreed to a file a registration statement registering for resale the shares of common stock issuable upon exercise of the warrants issued in the private placement within 45 days of the closing of the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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 Genprex, Inc.
Genprex, Inc. is a clinical stage gene therapy company developing potentially life-changing technologies for cancer patients based upon a unique proprietary technology platform. Genprex’s platform technologies are designed to administer cancer-fighting genes by encapsulating them into nanoscale hollow spheres called nanovesicles, which are then administered intravenously and taken up by tumor cells where they express proteins that are missing or found in low quantities. The company’s lead product candidate, Oncoprex™ immunogene therapy for non-small cell lung cancer (NSCLC), has a multimodal mechanism of action whereby it interrupts cell signaling pathways that cause replication and proliferation of cancer cells, re-establishes pathways for apoptosis, or programmed cell death, in cancer cells, and modulates the immune response against cancer cells. Oncoprex has also been shown to block mechanisms that create drug resistance. For more information, please visit the company’s web site at www.genprex.com or follow Genprex on Twitter, Facebook and LinkedIn.
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as "anticipate," "believe," "forecast," "estimated" and "intend" or other similar terms or expressions that concern Genprex’s expectations, strategy, plans or intentions. These forward-looking statements are based on Genprex’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, our need for additional financing; our ability to continue as a going concern; clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results; our clinical trials may be suspended or discontinued due to unexpected side effects or other safety risks that could preclude approval of our product candidates; uncertainties of government or third party payer reimbursement; competition; uncertainties of patent protection and litigation; dependence upon third parties; regulatory, financial and business risks related to our international expansion and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. There are no guarantees that any of our products will be utilized or prove to be commercially successful. Additionally, there are no guarantees that future clinical trials will be completed or successful or that any of our product candidates will receive regulatory approval for any indication or prove to be commercially successful. Investors should read the risk factors set forth in Genprex’s Form 10-K for the year ended December 31, 2018, and other periodic reports filed with the Securities and Exchange Commission. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and Genprex disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.
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