Blue Water Vaccines Announces $10 Million Private Placement Priced At-the-Market under Nasdaq Rules
August 09 2022 - 8:00AM
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 that it has entered into definitive agreements with
several healthcare-focused institutional investors for the purchase
of 3,683,280 shares of common stock (or common stock equivalents in
lieu thereof) in a private placement priced at-the-market under
Nasdaq rules. The Company will also issue to the investors
unregistered preferred investment options (the “investment
options”) to purchase up to an aggregate of 4,972,428 shares of
common stock. The purchase price for one share of common stock (or
common stock equivalent) and one investment option to purchase one
share of common stock is $2.715. The investment options will
have an exercise price of $2.546 per share, will be
exercisable immediately upon issuance, and will have a term equal
to five years following the issuance date.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the private placement
are expected to be approximately $10 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 Company’s
current cash position including the expected gross proceeds from
this private placement is approximately $30.3 million. The private
placement is expected to close on or about August 11, 2022,
subject to the satisfaction of customary closing conditions.
The offer and sale of the foregoing securities
are being 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.
In addition, the investors in the private
placement agreed to cancel preferred investment options to purchase
up to an aggregate of 1,180,812 shares of the Company’s common
stock issued in April 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, 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 Cincinnati
Children’s 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 and
include, among others: statements regarding the satisfaction of the
customary closing conditions of this private placement and 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; 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
fiscal year ended December 31, 2021, filed with the Securities and
Exchange Commission on March 31, 2022, and periodic reports filed
with the SEC 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.
Media Contact Information:Blue Water Media
RelationsTelephone: (646) 942-5591 Email:
Nic.Johnson@russopartnersllc.com
Investor Contact Information:Blue Water Investor
RelationsEmail: investors@bluewatervaccines.com
Blue Water Biotech (NASDAQ:BWV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Blue Water Biotech (NASDAQ:BWV)
Historical Stock Chart
From Jul 2023 to Jul 2024