Aditxt Announces Pricing of $11.0 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
August 26 2021 - 9:15AM
Business Wire
Aditxt, Inc. (Nasdaq: ADTX), a biotech innovation company with a
mission to improve the health of the immune system, announced today
that it has entered into definitive agreements with certain
institutional investors to purchase 4,583,334 shares of its common
stock at a purchase price of $2.40 per share in a registered direct
offering priced at-the-market under Nasdaq rules, for gross
proceeds of approximately $11.0 million, before payment of
commissions and expenses. In a concurrent private placement, for
each share of common stock purchased by an investor, such investor
will receive from the Company an unregistered warrant to purchase
one share of common stock. The warrants have an exercise price of
$2.53 per share, and are exercisable for a five year period
commencing six months from the date of issuance.
The Company plans to use the net proceeds of approximately $10.1
million from this offering to fund a $6.5M loan to a
biopharmaceutical company commercializing COVID-19 antiviral oral
therapy, and for general corporate and working capital purposes,
including the purchase of fixed assets.
Dawson James Securities, Inc. is acting as the exclusive
placement agent for the offerings.
The offering of the common stock described above (but not the
warrants or the shares of common stock underlying the warrants) is
being made pursuant to an effective "shelf" registration statement
on Form S-3 (File No. 333-257645), that was previously filed with
the Securities and Exchange Commission ("SEC") and declared
effective by the SEC on July 13, 2021. Such shares of common stock
may be offered only by means of a prospectus, including a
prospectus supplement. A prospectus supplement and accompanying
prospectus related to the offering of common stock will be filed
with the SEC and will be available on the SEC's website located at
http://www.sec.gov. Copies of the prospectus supplement and the
accompanying prospectus relating to the offering of common stock
may be obtained, when available, by contacting Dawson James
Securities, Inc., Attention: Prospectus Department, 101 North
Federal Highway, Suite 600, Boca Raton, FL, 33432,
cwachowiz@dawsonjames.com or toll free at 866.928.0928.
The warrants issued in the concurrent private placement and
shares of common stock underlying the warrants are being offered in
a private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act"), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and underlying
shares of common stock 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 Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other 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 other jurisdiction.
About Aditxt
Aditxt is developing technologies specifically focused on
improving the health of the immune system through immune monitoring
and reprogramming. Aditxt’s immune monitoring technology is
designed to provide a personalized comprehensive profile of the
immune system. Aditxt’s 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 federal
securities laws. Forward-looking statements in this press release
include, without limitation, the ability of the Company to close
the offering. 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 and business 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. Forward-looking
statements are not guarantees of future performance and actual
results may differ materially from those indicated by these
forward-looking statements as a result of various important
factors, as well as those risks more fully discussed in the section
titled "Risk Factors" in the Company’s most recent Annual Report on
Form 10-K, as well as discussions of potential risks,
uncertainties, and other important factors in the Company’s other
filings with the Securities and Exchange Commission. All such
statements speak only as of the date made, and the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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Media and Investor Relations:
Aditxt, Inc. ir@aditxt.com
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