Blue Water Biotech Announces Closing of Warrant Exercise and Issuance of New Warrants in A Private Placement For $2.7 Million Gross Proceeds
August 03 2023 - 1:02PM
Blue Water Biotech, Inc. (“Blue Water” or the “Company”) (Nasdaq:
BWV), today announced the closing of its previously announced
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 were
approximately $2.7 million, before deducting placement agent fees
and other offering expenses payable by the Company.
H.C. Wainwright acted 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 issued 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 issued new unregistered
warrants to purchase up to an aggregate of 4,972,428 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 new
warrants are exercisable immediately upon issuance at an exercise
price of $1.09 per share and have a term of exercise equal to five
years from the date of issuance.
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, the intended use of proceeds from the warrant exercise,
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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