Aditx Therapeutics Announces Closing of Upsized $9.6 Million Follow-On Public Offering
September 10 2020 - 09:43AM
via NEWMEDIAWIRE -- Aditx Therapeutics, Inc. (Aditxt) (the
“Company”) (Nasdaq: ADTX), a life sciences company developing
biotechnologies specifically focused on improving the health of the
immune system through immune monitoring and reprogramming, today
announced the closing of its previously announced upsized $9.6
million underwritten public offering of 2,400,000 units, with each
unit consisting of one share of common stock, one Series A-1
Warrant, and one Series B-1 Warrant.
The Series A-1 Warrants permit the holder to
purchase one share of common stock at an exercise price of $3.19
per share and expire after 5 years. The Series B-1 Warrants
are exercisable at $5.00 per share and expire after 5 years. The
Series B-1 Warrants contain an exchange feature that will permit
the holder to exchange the warrant into shares of common stock on a
one-for-one basis any time commencing the earlier of 10 trading
days from the offering or when $10 million of volume is traded in
the Company’s common stock, if the closing stock price of the
Company’s common stock on the date of exercise is below the
exercise price of the Series B-1 Warrant. The underwriters
continue to hold a 45-day option to purchase up to an additional
360,000 shares of common stock.
Each unit was sold at price of
$4.00. The common stock and the accompanying warrants
included in the units were purchased together in this offering but
were issued separately and were immediately separable upon
issuance.
The Company is also offering to those purchasers,
if any, whose purchase of common stock in the offering would
otherwise result in such purchaser, together with its affiliates
and certain related parties, beneficially owning more than 4.99% of
the Company’s outstanding common stock immediately following the
consummation of the offering, the opportunity, in lieu of
purchasing common stock, to purchase non-voting Series A
Convertible Preferred Stock (“Preferred Stock”). Each share of
Preferred Stock is being sold together with the same warrants
described above being sold with each share of common stock. For
each share of Preferred Stock purchased in the offering in lieu of
common stock, the Company will reduce the number of shares of
common stock being sold in the offering on a one-for-one basis.
The Company does not intend to apply for any
listing of either of the warrants or the Preferred Stock on the
Nasdaq Capital Market or any other securities exchange or
nationally recognized trading system, and it does not expect a
market to develop for the Preferred Stock, Series A-1 Warrants or
the Series B-1 Warrants.
Dawson James Securities, Inc. acted as the sole
book-running manager for the offering. Sheppard, Mullin, Richter
& Hampton LLP acted as counsel to the Company in connection
with the offering.
A registration statement relating to the offering
of these securities was declared effective by the Securities and
Exchange Commission (the “SEC”) on September 1, 2020. Copies of the
registration statement can be accessed by visiting the SEC’s
website at www.sec.gov. The offering was made only by means of a
prospectus. A copy of the final prospectus relating to the offering
may be obtained by visiting the SEC’s website or from: Dawson James
Securities, 1 N. Federal Highway 5th Floor Boca Raton, Florida
33432, Attention: Prospectus Department or by telephone at 1(866)
928-0928 or email at syndicate@dawsonjames.com.
This press release does not constitute an offer to
sell or a solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Aditx Therapeutics
Aditxt is developing technologies specifically
focused on improving the health of the immune system through immune
monitoring and reprogramming. The immune monitoring technology is
designed to provide a personalized comprehensive profile of the
immune system. The immune reprogramming technology is currently at
the pre-clinical stage and is designed to retrain the immune system
to induce tolerance with an objective of addressing rejection of
transplanted organs, autoimmune diseases, and allergies. For more
information, please visit: www.aditxt.com
Forward-Looking Statements
Certain statements in this press release
constitute “forward-looking statements” within the meaning of the
federal securities laws. Forward-looking statements include
statements regarding the Company’s intentions, beliefs,
projections, outlook, analyses, or current expectations concerning,
among other things, the Company’s ongoing and planned product
development; the Company’s intellectual property position; the
Company’s ability to develop commercial functions; expectations
regarding product launch and revenue; the Company’s results of
operations, cash needs, spending, financial condition, liquidity,
prospects, growth and strategies; the industry in which the Company
operates; and the trends that may affect the industry or the
Company. These forward-looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including without limitation those set forth in the
Company’s filings with the Securities and Exchange Commission and
the risk factors relating to its business contained therein, which
are available at the SEC’s website (www.sec.gov). Thus, actual
results could be materially different. The Company expressly
disclaims any obligation to update or alter statements whether as a
result of new information, future events or otherwise, except as
required by law.
Investor Relations:
PCG AdvisoryJeff RamsonChief
Executive OfficerIR@aditxt.com646-762-4518www.aditxt.com
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