Blue Water Vaccines Announces Closing of $8 Million Private Placement Priced At-the-Market Under Nasdaq Rules
April 20 2022 - 9:25AM
Blue Water Vaccines Inc. (“BWV” or “Blue Water Vaccines” or the
“Company”), a biopharmaceutical company developing transformational
vaccines to address significant global health challenges, today
announced the closing of its previously announced private placement
of 1,180,812 shares of common stock (or common stock equivalents in
lieu thereof), that was priced at-the-market under Nasdaq rules.
The Company also issued to investors unregistered preferred
investment options (the “investment options”) to purchase up to an
aggregate of 1,180,812 shares of common stock. The purchase price
for one share of common stock (or common stock equivalent) and one
investment option was $6.775. The investment options have an
exercise price of $6.65 per share, are exercisable immediately, and
have a term equal to four years.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds from the private placement
were approximately $8.0 million, before deducting placement agent
fees and other offering expenses. The Company intends to use the
net proceeds from the private placement for the research and
development of its pipeline as well as for working capital and
other general corporate purposes.
The offer and sale of the foregoing securities
were made in a transaction not involving a public offering and the
securities have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or applicable state
securities laws. Accordingly, the securities may not be reoffered
or resold 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. Pursuant to a registration rights agreement
with investors, BWV has agreed to file a resale registration
statement covering the securities described above within twenty
days of April 13, 2022.
This press release does not constitute an offer
to sell or the 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 Blue Water Vaccines
Blue Water Vaccines Inc. is a biopharmaceutical
company focused on developing transformational vaccines to address
significant health challenges globally. Headquartered in
Cincinnati, OH, the Company holds the rights to proprietary
technology developed at the University of Oxford, Cincinnati
Children’s Hospital Medical Center (CCHMC), and St. Jude Children’s
Hospital. The Company is developing a universal flu vaccine that
will provide protection from all virulent strains in addition to
licensing a novel norovirus (NoV) S&P nanoparticle versatile
virus-like particle (VLP) vaccine platform from CCHMC to develop
vaccines for multiple infectious diseases, including
norovirus/rotavirus and malaria, among others. Additionally, Blue
Water Vaccines is developing a Streptococcus pneumoniae
(pneumococcus) vaccine candidate, designed to specifically prevent
the highly infectious middle ear infections, known as Acute Otitis
Media (AOM), in children. For more information, visit
www.bluewatervaccines.com.
Forward-Looking Statements
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 forward-looking words such as “anticipate,”
“believe,” “forecast,” “estimate,” “expect,” and “intend,” among
others. These forward-looking statements are based on BWV’s current
expectations and actual results could differ materially include,
among others, the use of the proceeds from this private placement.
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, market
and other conditions, risks related to the development of BWV’s
vaccine candidates, including, but not limited to BWV-301; the
failure to obtain FDA clearances or approvals and noncompliance
with FDA regulations; delays and uncertainties caused by the global
COVID-19 pandemic; risks related to the timing and progress of
clinical development of our product candidates; our need for
additional financing; uncertainties of patent protection and
litigation; uncertainties of government or third party payor
reimbursement; limited research and development efforts and
dependence upon third parties; and substantial competition. As with
any vaccine under development, there are significant risks in the
development, regulatory approval and commercialization of new
products. BWV does not undertake an obligation to update or revise
any forward-looking statement except as required by law. Investors
should read the risk factors set forth in BWV’s Annual Report on
Form 10-K for the year ended December 31, 2021 and other periodic
reports filed with the Securities and Exchange Commission on or
after the date thereof. All of BWV’s forward-looking statements are
expressly qualified by all such risk factors and other cautionary
statements. The information set forth herein speaks only as of the
date hereof.
Contact Information:
Media Relations
513-620-4101
Email: media@bluewatervaccines.com
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