Vaccinex, Inc. Announces $1.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules
March 27 2024 - 8:30AM
Vaccinex, Inc. (Nasdaq: VCNX) (“Vaccinex” or the “Company”), a
clinical-stage biotechnology company pioneering a differentiated
approach to treating Alzheimer’s disease and cancer through the
inhibition of SEMA4D, today announced that it has entered into
definitive agreements with certain institutional investors for the
purchase and sale of 193,000 shares of its common stock in a
registered direct offering together with warrants to purchase up to
an aggregate of 193,000 shares of common stock in a concurrent
private placement priced at-the-market under Nasdaq rules at a
combined purchase price of $7.77 per share and accompanying
warrant. The warrants will have an exercise price of $7.64 per
share, will be immediately exercisable upon issuance and will
expire 5 years from the initial exercise date. The registered
direct offering and concurrent private placement are referred to
herein as the “Transactions.”
The closing of the Transactions is expected to
occur on or about March 28, 2024, subject to the satisfaction of
customary closing conditions. The gross proceeds from the
Transactions are expected to be approximately $1.5 million, before
deducting financial advisory fees and other estimated expenses
related to the Transactions. The Company intends to use the net
proceeds from the Transactions for working capital and general
corporate purposes.
The registered direct offering of the shares of
common stock is being made pursuant to an effective shelf
registration statement on Form S-3 (File No 333-271074) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”).
A prospectus supplement describing the terms of the registered
direct offering will be filed with the SEC and will be available on
the SEC’s website located at http://www.sec.gov. Electronic copies
of the prospectus supplement may be obtained.
The Company has also agreed to sell $1.1 million
and up to $1.25 million in a separate private placement of common
stock together with warrants to purchase shares of the Company’s
common stock at the same combined purchase price as the
Transactions. The closing of this transaction is also expected to
occur on or about March 28, 2024.
The private placement of the warrants and the
separate private placement of common stock together with warrants
are being made in reliance on an exemption from registration under
Section 4(a)(2) of the Securities Act and/or Regulation D
thereunder.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy 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 Vaccinex Inc.
Vaccinex, Inc. is pioneering a differentiated
approach to treating slowly progressive neurodegenerative diseases
and cancer through the inhibition of semaphorin 4D (SEMA4D). The
Company’s lead drug candidate, pepinemab, is designed to block
SEMA4D, a potent biological effector that is believed to trigger
damaging inflammation in chronic diseases of the brain and to
inhibit immune infiltration and activation in tumors. Pepinemab is
being studied as a monotherapy in the Phase 1/2a SIGNAL-AD study in
Alzheimer’s Disease that is expected to readout in Q3 2024, with
ongoing exploration of potential Phase 3 development in
Huntington’s disease. In oncology, pepinemab is being evaluated in
combination with KEYTRUDA® in the Phase 1b/2 KEYNOTE-B84 study in
recurrent or metastatic head and neck cancer (HNSCC) and in
combination with BAVENCIO® in a Phase 1b/2 study in patients with
metastatic pancreatic adenocarcinoma (PDAC). The oncology clinical
program also includes several investigator-sponsored studies in
solid tumors including breast cancer and melanoma.
Forward Looking Statements
This press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 and Private Securities Litigation Reform Act, as
amended, including those relating to the timing and completion of
the proposed Transactions, the anticipated use of proceeds from the
Transactions and other statements that are predictive in
nature. These statements may be identified by the use of
forward-looking expressions, including, but not limited to,
“expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions and the negatives of those terms. These
statements relate to future events and involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or achievements to be materially different
from any results, performance or achievements expressed or implied
by the forward-looking statements. Such factors include the
risk factors set forth in the Company’s filings with the SEC,
including, without limitation, its Annual Report on Form 10-K, its
periodic reports on Form 10-Q, and its Current Reports on Form 8-K,
as well as the risks identified in the shelf registration statement
and the prospectus supplement relating to the Transactions.
Prospective investors are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of
this press release. Vaccinex undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Investor Contact
Elizabeth Evans, PhDChief Operating Officer, Vaccinex, Inc.(585)
271-2700eevans@vaccinex.com
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