Avenue Therapeutics Announces $3.25 Million Registered Direct and Private Placement Priced at the Market Under Nasdaq Rules
January 27 2023 - 11:58AM
Avenue Therapeutics, Inc. (Nasdaq: ATXI) (“Avenue” or the
“Company”), a specialty pharmaceutical company focused on the
development and commercialization of therapies for the treatment of
central nervous system diseases, today announced that it has
entered into a definitive agreement with a single institutional
investor for the purchase and sale of 1,940,299 shares of common
stock and pre-funded warrants to acquire common stock in a
registered direct offering. In a concurrent private placement, the
company also agreed to issue to the same investor a total
of 1,940,299 warrants to purchase up to one share of common
stock each at an exercise price of $1.55 per share. The private
placement warrants will be exercisable immediately subject to
registration and will have a 3-year term from the initial exercise
date. Aggregate gross proceeds to the Company of both transactions
are expected to be approximately $3.25 million. The transactions
are expected to close on or about January 31, 2023, subject to the
satisfaction of customary closing conditions.
The purchase price of each share is $1.55. The
purchase price of each pre-funded warrant is $1.5499 with an
exercise price of $0.0001. The purchase price of each warrant is
$0.125 with an exercise price of $1.55. The entire transaction has
been priced at the market under Nasdaq rules.
Avenue expects to use the net proceeds from the
offering, together with its existing cash, for general corporate
purposes and working capital.
Aegis Capital Corp. is acting as
Exclusive Placement Agent for the offering.
The registered direct offering is being made
pursuant to an effective shelf registration statement on Form S-3
(No. 333-261520) previously filed with the U.S. Securities and
Exchange Commission (SEC) and declared effective by the SEC on
December 10, 2021. A final prospectus supplement and accompanying
prospectus describing the terms of the proposed offering will be
filed with the SEC and will be available on the SEC’s website
located at www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying prospectus may be obtained, when
available, by contacting Aegis Capital Corp., Attention: Syndicate
Department, 1345 Avenue of the Americas, 27th floor, New York, NY
10105, by email at syndicate@aegiscap.com, or by telephone at (212)
813-1010.
The offer and sale of the securities in the
private placement are being made in a transaction not involving a
public offering and 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. The securities were offered only to
accredited investors. Pursuant to a registration rights agreement
with the investor, the Company has agreed to file one or more
registration statements with the SEC covering the resale of the
common stock and the shares issuable upon exercise of the
pre-funded warrants and warrants.
Before investing in this offering, interested
parties should read in their entirety the prospectus supplement and
the accompanying prospectus and the other documents that the
Company has filed with the SEC that are incorporated by reference
in such prospectus supplement and the accompanying prospectus,
which provide more information about the Company and such
offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Avenue TherapeuticsAvenue
Therapeutics, Inc. (Nasdaq: ATXI) is a specialty pharmaceutical
company focused on the development and commercialization of
therapies for the treatment of central nervous system diseases.
Avenue is headquartered in Miami, Florida and was founded by
Fortress Biotech, Inc. (Nasdaq: FBIO).
Forward-Looking Statements This
press release contains predictive or “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of current or
historical fact contained in this press release, including
statements that express our intentions, plans, objectives, beliefs,
expectations, strategies, predictions or any other statements
relating to our future activities or other future events or
conditions are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “will,” “should,” “would” and
similar expressions are intended to identify forward-looking
statements. These statements are based on current expectations,
estimates and projections made by management about our business,
our industry and other conditions affecting our financial
condition, results of operations or business prospects. These
statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in, or implied by, the
forward-looking statements due to numerous risks and uncertainties.
Factors that could cause such outcomes and results to differ
include, but are not limited to, risks and uncertainties arising
from: expectations for increases or decreases in expenses;
expectations for the clinical and pre-clinical development,
manufacturing, regulatory approval, and commercialization of our
pharmaceutical product candidate or any other products we may
acquire or in-license; our use of clinical research centers and
other contractors; expectations for incurring capital expenditures
to expand our research and development and manufacturing
capabilities; expectations for generating revenue or becoming
profitable on a sustained basis; expectations or ability to enter
into marketing and other partnership agreements; expectations or
ability to enter into product acquisition and in-licensing
transactions; expectations or ability to build our own commercial
infrastructure to manufacture, market and sell our product
candidate; acceptance of our products by doctors, patients or
payors; our ability to compete against other companies and research
institutions; our ability to secure adequate protection for our
intellectual property; our ability to attract and retain key
personnel; availability of reimbursement for our products;
estimates of the sufficiency of our existing cash and cash
equivalents and investments to finance our operating requirements,
including expectations regarding the value and liquidity of our
investments; the volatility of our stock price; expected losses
expectations for future capital requirements; uncertainty around
the integration of the Baergic Bio acquisition; and those risks
discussed in our filings which we make with the SEC. Any
forward-looking statements speak only as of the date on which they
are made, and we undertake no obligation to publicly update or
revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this press release,
except as required by applicable law. Investors should evaluate any
statements made by us in light of these important factors.
Contact: Jaclyn JaffeAvenue Therapeutics, Inc.
(781) 652-4500ir@avenuetx.com
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