Avenue Therapeutics Announces Exercise of Warrants for $4.4 Million in Gross Proceeds
April 29 2024 - 8:00AM
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
neurologic diseases, today announced the entry into definitive
agreements for the immediate exercise of certain outstanding
warrants to purchase an aggregate of 689,680 shares of the
Company’s common stock. The exercised warrants are comprised of
warrants to purchase shares of common stock originally issued by
Avenue on October 11, 2022, each having an exercise price of
$116.25 per share, Series A and Series B warrants to purchase
shares of common stock originally issued by Avenue on November 2,
2023, each having an exercise price of $22.545 per share, and
warrants to purchase shares of common stock originally issued by
Avenue on January 9, 2024, each having an exercise price of $22.545
per share. The warrant holders agreed to exercise these warrants
for cash at a reduced exercise price of $6.20 per share. The shares
of common stock issuable upon exercise of the warrants are
registered pursuant to effective registration statements on Form
S-1 (File Nos. 333-267206 and 333-274562) and Form S-3 (No.
333-276671). The gross proceeds to Avenue from the exercise of the
warrants are expected to be approximately $4.4 million, prior to
deducting placement agent fees and offering expenses. The closing
of the warrant exercise transaction is expected to occur on or
about May 1, 2024, subject to satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
In consideration for the immediate exercise of
the warrants for cash, the Company will issue new unregistered
Series C warrants to purchase up to 689,680 shares of common stock
and new unregistered Series D warrants to purchase up to 689,680
shares of common stock for a payment of $0.125 per new warrant. The
new Series C and Series D warrants will have an exercise price of
$6.20 per share. The new Series C warrants will be exercisable
immediately upon issuance for a period of five years from the date
of issuance and the Series D warrants will be exercisable
immediately upon issuance for a period of eighteen months from the
date of issuance.
The new warrants described above were offered in
a private placement pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended
(the “1933 Act”) and, along with the shares of common stock
issuable upon their exercise, have not been registered under the
1933 Act, and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from
such registration requirements. Avenue has agreed to file a
registration statement with the Securities and Exchange Commission
(“SEC”) covering the resale of the shares of common stock issuable
upon exercise of the new warrants.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein, nor shall 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 the registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Avenue Therapeutics
Avenue Therapeutics, Inc. (Nasdaq: ATXI) is a
specialty pharmaceutical company focused on the development and
commercialization of therapies for the treatment of neurologic
diseases. It is currently developing three assets including AJ201,
a first-in-class asset for spinal and bulbar muscular atrophy,
BAER-101, an oral small molecule selective GABAA α2, α3 receptor
positive allosteric modulator for CNS diseases, and IV tramadol,
which is in Phase 3 clinical development for the management of
acute postoperative pain in adults in a medically supervised
healthcare setting. Avenue is headquartered in Miami, FL and was
founded by Fortress Biotech, Inc. (Nasdaq: FBIO). For more
information, visit www.avenuetx.com.
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: the ability to satisfy the closing conditions related
to the warrant inducement transaction and the overall timing and
completion of such closing and the use of the net proceeds of the
warrant inducement transaction; the fact that we currently have no
drug products for sale and that our success is dependent on our
product candidates receiving regulatory approval and being
successfully commercialized; the possibility that serious adverse
or unacceptable side effects are identified during the development
of our current or future product candidates, such that we would
need to abandon or limit development of some of our product
candidates; our ability to successfully develop, partner, or
commercialize any of our current or future product candidates
including AJ201, IV tramadol, and BAER-101; the substantial doubt
raised about our ability to continue as a going concern, which may
hinder our ability to obtain future financing; the significant
losses we have incurred since inception and our expectation that we
will continue to incur losses for the foreseeable future; our need
for substantial additional funding, which may not be available to
us on acceptable terms, or at all, which unavailability of could
force us to delay, reduce or eliminate our product development
programs or commercialization efforts; our reliance on third
parties for several aspects of our operations; our reliance on
clinical data and results obtained by third parties that could
ultimately prove to be inaccurate, or unreliable, or unacceptable
to regulatory authorities; the possibility that we may not receive
regulatory approval for any or all of our product candidates, or
that such approval may be significantly delayed due to scientific
or regulatory reasons; the fact that even if one or more of our
product candidates receives regulatory approval, they will remain
subject to substantial regulatory scrutiny; the effects of current
and future laws and regulations relating to fraud and abuse, false
claims, transparency, health information privacy and security, and
other healthcare laws and regulations; the effects of competition
for our product candidates and the potential for new products to
emerge that provide different or better therapeutic alternatives
for our targeted indications; the possibility that the government
or third-party payors fail to provide adequate coverage and payment
rates for our product candidates or any future products; our
ability to establish sales and marketing capabilities or to enter
into agreements with third parties to market and sell our product
candidates; our exposure to potential product liability claims;
related to the protection of our intellectual property and our
potential inability to maintain sufficient patent protection for
our technology and products; our ability to maintain compliance
with the obligations under our intellectual property licenses and
funding arrangements with third parties, without which licenses and
arrangements we could lose rights that are important to our
business; the fact that Fortress Biotech, Inc. controls a majority
of the voting power of our outstanding capital stock and has rights
to receive significant share grants annually; 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 Jaffe Avenue Therapeutics, Inc. (781)
652-4500 ir@avenuetx.com
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