Novan Announces Approximately $15.0 Million Registered Direct Offering Priced At-the-Market
June 09 2022 - 8:30AM
Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOVN), today
announced it has entered into a definitive agreement with an
institutional investor to sell to the investor, in a registered
direct offering priced at-the-market under Nasdaq rules, (i)
2,080,696 shares of its common stock and accompanying warrants to
purchase up to 2,080,696 shares of common stock and (ii) pre-funded
warrants to purchase up to 3,180,615 shares of common stock and
accompanying warrants to purchase up to 3,180,615 shares of common
stock, for aggregate gross proceeds of approximately $15.0 million.
The shares (or pre-funded warrants in lieu
thereof) and accompanying warrants are being sold together, each
consisting of one share of common stock or a pre-funded warrant to
purchase one share of common stock, as the case may be, and a
warrant to purchase one share of common stock, at an offering price
of $2.851 per share and accompanying warrant and $2.841 per
pre-funded warrant and accompanying warrant. The pre-funded
warrants will be exercisable immediately, have an exercise price of
$0.01 per share and will be exercisable until all of the pre-funded
warrants are exercised in full. The warrants will be exercisable
immediately, have an exercise price of $2.851 per share, and will
expire five years from the date of issuance. The offering is
expected to close on or about June 13, 2022, subject to customary
closing conditions.
Oppenheimer & Co. Inc. is acting as the sole
placement agent for the offering.
Novan intends to use the net proceeds from the
offering, together with existing cash, to fund research and
development program activities, including (i) preparing for and
seeking regulatory approval of its product candidate, SB206, as a
treatment for molluscum contagiosum; (ii) planning for potential
commercialization of SB206; and (iii) conducting small-scale drug
substance and drug product manufacturing activities to support the
SB206 regulatory submission process. The Company also intends to
use the net proceeds from the offering (i) to support sales and
marketing efforts for its marketed products; and (ii) for general
corporate purposes, including selling, general and administrative
expenses, capital expenditures and working capital needs.
The securities described above are being offered
by Novan pursuant to a shelf registration statement (Registration
No. 333-262865) filed with the Securities and Exchange Commission
(the “SEC”) and declared effective by the SEC on February 25, 2022.
The offering is being made only by means of a prospectus supplement
and accompanying prospectus. A prospectus supplement and
accompanying prospectus relating to the registered direct offering
will be filed with the SEC and, when available, may be obtained for
free on the SEC’s website located at http://www.sec.gov. When
available, electronic copies of the final prospectus supplement and
accompanying prospectus relating to the public offering may be
obtained by contacting Oppenheimer & Co. Inc., Attention:
Syndicate Prospectus Department, 85 Broad St., 26th Floor, New
York, NY 10004, by telephone at (212) 667-8055, or by email at
EquityProspectus@opco.com.
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 Novan
Novan, Inc. is a medical dermatology company
primarily focused on researching, developing and commercializing
innovative therapeutic products for skin diseases. Our goal is to
deliver safe and efficacious therapies to patients, including
developing product candidates where there are unmet medical needs.
We are developing SB206 (berdazimer gel, 10.3%) as a topical
prescription gel for the treatment of viral skin infections, with
current emphasis on molluscum contagiosum.
We recently completed the acquisition of EPI
Health. EPI Health equips us with a robust commercial
infrastructure across sales, marketing, and communications, as well
as fully dedicated market access and pharmacy relation teams.
Following the acquisition, we employ approximately 100 staff,
including sales personnel currently covering 42 territories, and we
promote products for plaque psoriasis, rosacea, acne and
dermatoses. We also have a pipeline of potential product candidates
using our proprietary nitric oxide-based technology platform,
NITRICIL™, to generate new treatments for multiple indications.
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “believe,” “expect,” “target,”
“anticipate,” “may,” “plan,” “potential,” “will,” and similar
expressions, and are based on the Company’s current beliefs and
expectations. This press release contains forward-looking
statements including, but not limited to, statements related to
pharmaceutical development of nitric oxide-releasing product
candidates and our intention to advance development of certain
product candidates; statements relating to the expected proceeds
from the Company’s offering; and statements regarding the
anticipated use of proceeds from the offering. Forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results to differ materially from our
expectations, including, but not limited to, risks and
uncertainties associated with market conditions and the
satisfaction of customary closing conditions related to the public
offering, as well as the risks and uncertainties described in our
annual report filed with the SEC on Form 10-K for the twelve months
ended December 31, 2021, and in our subsequent filings with the
SEC. Such forward-looking statements speak only as of the date of
this press release, and Novan disclaims any intent or obligation to
update these forward-looking statements to reflect events or
circumstances after the date of such statements, except as may be
required by law.
INVESTOR AND MEDIA
CONTACT:Jenene Thomas JTC Team,
LLC833-475-8247NOVN@jtcir.com
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