Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
June 27 2022 - 5:22PM
Edgar (US Regulatory)
Prospectus Supplement No. 1
(to Prospectus dated February 11, 2022)
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As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260137
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111,111 Shares of Common Stock issuable
upon exercise of the Representative’s Warrants
This prospectus supplement updates and supplements
the prospectus dated February 11, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as
amended (Registration No. 333-260317) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”) (the “Registration Statement”). This prospectus supplement is being filed
to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 24, 2022 (the “Current Report on Form 8-K”). Accordingly, we have attached
the Current Report on Form 8-K to this prospectus supplement.
This prospectus supplement should be read in
conjunction with the Prospectus as amended and supplemented to date. This prospectus supplement updates and supplements the information
in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
We are an “emerging growth company”
as that term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and, as such, have elected to take advantage
of certain reduced public company reporting requirements for the Prospectus and future filings.
Our common stock is listed on the Nasdaq Capital
Market (“Nasdaq”) under the symbol “BWV.” The last reported sale price of the shares of common stock on
Nasdaq on June 24, 2022 was $2.55 per share. Our shares of common stock have experienced extreme volatility in market prices and trading
volume since listing. From February 18, 2022 (the date our shares were initially listed on Nasdaq) to the date hereof, the market price
of our common stock has fluctuated from an intra-day low on Nasdaq of $2.16 on June 23, 2022 to an intra-day high of $90.90 per share
on February 22, 2022. By comparison, our initial public offering, which closed on February 23, 2022, was conducted at $9.00 per share.
During this time, we have made one announcement regarding certain research developments for our vaccine candidates. Notwithstanding the
foregoing, since our initial public offering on February 18, 2022, there were no material recent publicly disclosed changes in the financial
condition or results of operations of the Company, such as our earnings or revenue, that are consistent with or related to the changes
in our stock price. The trading price of our common stock has been, and may continue to be, subject to wide price fluctuations in response
to various factors, many of which are beyond our control, including those described under the heading “Risk Factors” in the
Prospectus.
Investing in our securities involves a high
degree of risk. Please read the section in the Prospectus entitled “Risk Factors”.
Neither the U.S. Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 24, 2022
Blue Water Vaccines Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41294 |
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83-2262816 |
(State or other Jurisdiction of
Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
201 E. Fifth Street, Suite 1900 Cincinnati, Ohio |
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45202 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (513) 620-4101
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Common Stock, par value $0.00001 per share |
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BWV |
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The Nasdaq Stock Market LLC |
Emerging growth
company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Due
to delays caused by manufacturing, disruptions relating to suppliers, and those caused by the global COVID-19 pandemic, the Companyhas
adjusted the estimated timeline previously reported in its public filings with respect to the development of its vaccine candidates, BWV-102
and BWV-302 to account for additional time needed to optimize vaccine platform approach and perform sufficient preclinical studies. An
updated summary of the Company’s pipeline for all vaccine candidates is provided as follows:
The
FDA regulatory approval process is lengthy and time-consuming, and we may experience significant delays in the clinical development
and regulatory approval of our vaccine candidates. Our vaccine candidates are in early stages of development and may fail in
development or suffer delays that materially and adversely affect their commercial viability. We may be unable to complete
development of or commercialize our vaccine candidates or experience significant delays in doing so due to regulatory or other
uncertainties.
Additional
details regarding the Company and its vaccine candidates are available in the Company’s updated corporate presentation, which is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Blue Water Vaccines Inc. |
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Date: June 24,
2022 |
By: |
/s/
Joseph Hernandez |
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Joseph Hernandez |
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Chief Executive Officer |
Exhibit 99.1
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