Blue Water Biotech Announces Exercise of Warrants and Issuance of New Warrants in A Private Placement For $2.7 Million Gross Proceeds
August 01 2023 - 8:00AM
Blue Water Biotech, Inc. ("Blue Water" or the “Company”) (Nasdaq:
BWV), today announced it has entered into a definitive agreement
for the exercise of certain existing warrants to purchase 2,486,214
shares of its common stock at a reduced exercise price of $1.09 per
share, in exchange for new warrants as described below. The
aggregate gross proceeds from the exercise of the existing warrants
is expected to total approximately $2.7 million, before deducting
placement agent fees and other offering expenses payable by the
Company. The transaction is expected to close on or about August 2,
2023, subject to satisfaction of customary closing conditions.
H.C. Wainwright is acting as the exclusive placement agent for
this transaction.
The Company expects to use the net proceeds from the transaction
for working capital and general corporate purposes, including
executing on launch activities for Blue Water’s commercial
portfolio announced in a letter to shareholders issued earlier this
month.
The shares of common stock issuable upon
exercise of the existing warrants are registered pursuant to an
existing registration statement on a Post-Effective Amendment No. 1
to Form S-1 on Form S-3 (File No. 333-267142), declared effective
by the Securities and Exchange Commission (the “SEC”) on May 4,
2023.
In consideration for the immediate exercise of the existing
warrants for cash, the Company will issue new unregistered warrants
to purchase shares of common stock in a private placement pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended (the
"1933 Act"). The shares of common stock issuable upon exercise of
the new warrants is subject to stockholder approval. The Company
agreed to convene a stockholders’ meeting on or before 90 days
following the closing date of the transaction to obtain such
approval. The new warrants will be exercisable for up to an
aggregate of 4,972,428 shares of common stock, at an exercise price
of $1.09 per share and have a term of exercise equal to five years
from the date of stockholder approval.
The new warrants offered in the private placement have not been
registered under the 1933 Act, or applicable under state securities
laws. Accordingly, the new warrants and shares of common stock
issuable upon the exercise of the new warrants may not be offered
or sold 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. As part of the offering, the Company has
agreed to file a resale registration statement on Form S-3 with the
SEC as soon as practicable to register the resale of the shares of
common stock issuable upon the exercise of the new warrants issued
in the private placement, and to have such resale registration
statement declared effective within 90 days following the date of
the agreement.
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 jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Blue Water Biotech
Blue Water Biotech, Inc. is a biotechnology and
pharmaceutical company focused on developing and commercializing
transformational therapies to address significant health challenges
globally. Headquartered in Cincinnati, OH, the Company owns
ENTADFI®, an FDA-approved, once daily pill that combines
finasteride and tadalafil for the treatment of benign prostatic
hyperplasia. This combination allows men to receive treatment for
their symptoms of benign prostatic hyperplasia without the negative
sexual side effects typically seen in patients on finasteride
alone. The Company is also in the process of acquiring approved
therapies from WraSer, LLC, and Xspire Pharma, LLC, including
ZONTIVITY® (reduction of thrombotic cardiovascular events in
patients with myocardial infarction or with peripheral arterial
disease), OTOVEL® (acute otitis media with tympanostomy tubes),
CETRAXAL® (acute otitis externa), CONJUPRI® (hypertension), TREZIX™
(moderate to severe pain) and NALFON® (NSAID treatment for pain and
inflammation). The Company also has a robust preclinical vaccine
pipeline. Blue Water holds the rights to proprietary technology
developed at the University of Oxford, Cincinnati Children’s
Hospital Medical Center, St. Jude Children’s Hospital, and The
University of Texas Health Science Center at San Antonio. Blue
Water is developing a Streptococcus pneumoniae vaccine candidate,
designed to specifically prevent highly infectious middle ear
infections, known as AOM, in children, and prevention of pneumonia
in the elderly. The Company is also developing a universal flu
vaccine that will provide protection from all virulent strains in
addition to licensing a novel norovirus S&P nanoparticle
versatile virus-like particle vaccine platform from Cincinnati
Children’s to develop vaccines for multiple infectious diseases,
including Marburg and monkeypox, among others. Additionally, the
Company is developing a Chlamydia vaccine candidate with UT Health
Science Center San Antonio to prevent infection and reduce the need
for antibiotic treatment associated with contracting Chlamydia
disease. For more information about Blue Water, visit
www.bwbioinc.com.
Cautionary Note Regarding
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 (including, without
limitation, statements regarding the completion of the offering,
the satisfaction of customary closing conditions, the intended use
of proceeds from the offering, the anticipated benefits of the
Company’s agreements with Knipper, UpScript, IQVIA, APS and bfw and
the anticipated results of the Company’s sales and marketing
efforts for its commercial stage products as described herein) are
based on Blue Water’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, market and other conditions, risks related to Blue
Water’s ability to realize the benefits of its acquisitions of
ENTADFI®, ZONTIVITY®,
OTOVEL®, CETRAXAL®, CONJUPRI®,
TREZIX™ and NALFON®; risks related to
Blue Water’s ability to expand its business scope, commercialize
ENTADFI® and integrate the assets and commercial operations
being acquired from WraSer, LLC, and Xspire Pharma, LLC into Blue
Water’s business; risks related to Blue Water’s ability to attract,
hire and retain skilled personnel and establish an effective sales
team; risks related to Blue Water’s ability to establish, maintain
and optimize key third party commercial collaboration agreements
(such as those with Knipper, UpScript, IQVIA, APS and bfw); risks
related to the Company’s present need for capital to close its
asset acquisitions, commercially launch the Company’s acquired
products and have adequate working capital; risks related to the
development of Blue Water’s vaccine candidates; the failure to
obtain FDA clearances or approvals and noncompliance with FDA
regulations; risks related to the timing and progress of clinical
development of our product candidates; 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 commercial-stage pharmaceutical product or any product
candidate under clinical development, there are significant risks
in the development, regulatory approval and commercialization of
pharmaceutical products. Blue Water does not undertake an
obligation to update or revise any forward-looking statement.
Investors should read the risk factors set forth in Blue Water’s
Annual Report on Form 10-K, filed with the SEC on March 9, 2023 and
periodic reports filed with the SEC on or after the date thereof.
All of Blue Water’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
thereof.
Media Contact Information:Blue Water Media RelationsTelephone:
(646) 942-5591Email: Nic.Johnson@russopartnersllc.com
Investor Contact Information:Blue Water Investor RelationsEmail:
investors@bwbioinc.com
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