NexImmune Announces $3.67 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
February 02 2024 - 2:00PM
NexImmune, Inc. a biotechnology company developing a novel approach
to immunotherapy designed to orchestrate a targeted immune response
by directing the function of antigen-specific T cells in oncology,
autoimmune and infectious diseases, today announced that it has
entered into a definitive agreement with a single healthcare
focused institutional investor for the issuance and sale of an
aggregate of 304,731 of its shares of common stock (or common stock
equivalents in lieu thereof) at a purchase price of $12.05 per
share (or per common stock equivalent in lieu thereof) in a
registered direct offering priced at-the-market under Nasdaq rules.
In a concurrent private placement, the Company has also agreed to
issue and sell unregistered warrants to purchase up to an aggregate
of 304,731 shares of its common stock. The unregistered warrants to
be issued in this private placement will have an exercise price
$12.05 per share, will become exercisable immediately upon issuance
and have a term of two years from the date of issuance. The closing
of the offering is expected to occur on or about February 6, 2024,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds to the Company from the
offering are expected to be approximately $3.67 million, before
deducting the placement agent’s fees and other offering expenses
payable by the Company. The Company currently intends to use the
net proceeds from the offering to seek additional financing and
pursue potential business development and/or collaboration
opportunities, and for working capital and general corporate
purposes.
As previously disclosed in January 2024, the
Company adjourned its special meeting of stockholders for the
purpose of approving the liquidation and dissolution of the Company
and the Plan of Liquidation and Dissolution (the “Special
Meeting”), with the Special Meeting scheduled to reconvene on
Wednesday, February 7, 2024, at 10:00 a.m., Eastern Time in a
virtual format. As a result of this offering, the Company expects
to postpone the Special Meeting.
The shares of common stock (or common stock
equivalents) offered in the registered direct offering (but
excluding the unregistered warrants and the shares of common stock
underlying such unregistered warrants) described above are being
offered and sold by the Company pursuant to a “shelf” registration
statement on Form S-3 (Registration No. 333-263399), including a
base prospectus, previously filed with the Securities and Exchange
Commission (SEC) on March 9, 2022, and declared effective by the
SEC on March 16, 2022. The offering of the shares of common stock
(or common stock equivalents) to be issued in the registered direct
offering are being made only by means of a prospectus supplement
that forms a part of the registration statement. A final prospectus
supplement and an accompanying base prospectus relating to the
registered direct offering will be filed with the SEC and will be
available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement and
accompanying base prospectus, when available, may also be obtained
by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail
at placements@hcwco.com.
The offer and sale of the unregistered warrants
are being made in a transaction not involving a public offering and
have not been registered under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b)
of Regulation D promulgated thereunder and, along with the shares
of common stock underlying such unregistered warrants, have not
been registered under the Securities Act or applicable state
securities laws. Accordingly, the unregistered warrants and the
underlying shares of common stock 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.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, 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 the registration or qualification under the
securities laws of any such state or jurisdiction.
About NexImmune
NexImmune is developing a novel approach to
immunotherapy designed to employ the body’s own T cells to generate
a specific, potent, and durable immune response. The backbone of
NexImmune’s approach is a proprietary Artificial Immune Modulation
(AIM™) nanoparticle technology platform. The AIM technology enables
NexImmune to construct nanoparticles that function as synthetic
dendritic cells capable of directing a specific T cell-mediated
immune response. AIM constructed nanoparticles employ natural
biology to engage, activate and expand endogenous T cells in ways
that combine anti-tumor attributes of antigen-specific precision,
potency and long-term persistence with reduced potential for
off-target toxicities. NexImmune is focused on developing
injectable AIM nanoparticle constructs and modalities for potential
clinical evaluation in oncology, autoimmune disorders and
infectious diseases.
Forward Looking Statements
This press release may contain “forward-looking”
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are based on the beliefs and assumptions
and on information currently available to management of NexImmune,
Inc. (the “Company”). All statements other than statements of
historical fact contained in this press release are forward-looking
statements, including statements concerning the completion of the
offering, the satisfaction of customary closing conditions related
to the offering, and the anticipated use of proceeds therefrom. In
some cases, you can identify forward-looking statements by
terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other comparable
terminology. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the Company’s
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These risks
and uncertainties include, but are not limited to, market and other
conditions, the risks and uncertainties set forth in the “Risk
Factors” section of our Annual Report on Form 10-K for the year
ended December 31, 2022 filed with the Securities and Exchange
Commission (“SEC”) on March 28, 2023, and subsequent reports
that we file with the SEC. Forward-looking statements represent the
Company’s beliefs and assumptions only as of the date of this press
release. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, it
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by law, the Company assumes no
obligation to publicly update any forward-looking statements for
any reason after the date of this press release to conform any of
the forward-looking statements to actual results or to changes in
its expectations.
Contacts:
NexImmune:Chad Rubincrubin@neximmune.com
NexImmune (NASDAQ:NEXI)
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