Scopus BioPharma Announces $9.75 Million Private Placement Priced At-The-Market
November 22 2021 - 8:00AM
Scopus BioPharma Inc. (Nasdaq:
“SCPS”), a clinical-stage biopharmaceutical company
developing transformational therapeutics for serious diseases with
significant unmet medical need, today announced it has entered into
securities purchase agreements with certain institutional investors
in connection with a private placement priced at-the-market under
Nasdaq rules of 3,000,000 shares of common stock, series A
additional investment options (the “Series A AIOs”) to purchase up
to 1,500,000 shares of common stock, and series B additional
investment options (the “Series B AIOs”, together with the Series A
AIOs, the “AIOs”) to purchase up to 1,500,000 shares of common
stock at a purchase price of $3.25 per share and associated AIOs
for gross proceeds of $9.75 million, before deducting placement
agent fees and other estimated offering expenses payable by the
Company. The offering is expected to close on or about November 22,
2021, subject to satisfaction of customary closing conditions. H.C.
Wainwright & Co. is acting as the exclusive placement agent for
the offering.
The Series A AIOs are exercisable immediately
with a term of five years following the authorized share increase
date and have an exercise price of $3.125 per share. The Series B
AIOs are exercisable upon the authorized share increase date with a
term of five years following the authorized share increase date and
have an exercise price of $3.125 per share.
The offer and sale of the foregoing securities
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.
Under an agreement with the investors, the
Company is required to file an initial registration statement with
the Securities and Exchange Commission (the “SEC”) covering the
resale of the shares of the Company’s common stock and the shares
of common stock underlying the AIOs no later than January 4, 2022
and to use commercially reasonable efforts to have the registration
statement declared effective as promptly as practical thereafter,
and in any event no later than the later of (i) February 15, 2022
and (ii) 30 days after the authorized share increase date.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state.
About Scopus BioPharma
Scopus BioPharma Inc., both directly and through
subsidiaries, is a clinical-stage biopharmaceutical company
developing transformational therapeutics for serious diseases with
significant unmet medical need. The Company’s lead drug candidate
is a novel, targeted immuno-oncology RNA therapy for the treatment
of multiple cancers. This drug candidate is highly distinctive,
encompassing both RNA therapy and immunotherapy by synthetically
linking siRNA to an oligonucleotide TLR9 agonist, creating the
potential for targeted gene silencing with simultaneous TLR
stimulation and immune activation in the tumor microenvironment.
Additional STAT3-targeting immunotherapy drug candidates include
bifunctional antisense and DNA-binding inhibition therapies. The
Company is also seeking to develop additional drug candidates and
to identify additional compelling technologies for potential
acquisition, in-licensing and/or other similar transactions.
Receive updates by following Scopus BioPharma on Twitter here.
Forward-Looking Statements
This press release contains forward-looking
statements that involve risks and uncertainties, which statements
include, among other things, the satisfaction of the conditions to
the closing of the private placement and the consummation thereof.
Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks
(including those set forth in the Company’s Form 10-K for the
fiscal year ended December 31, 2020, as amended, filed with the
SEC) and uncertainties which could cause actual results to differ
from the forward-looking statements. Except as required by law, the
Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Investors should realize that if our underlying assumptions for the
projections contained herein prove inaccurate or that known or
unknown risks or uncertainties materialize, actual results could
vary materially from our expectations and projections. Further,
there can be no assurance that the Company will identify and/or
consummate any transaction relating to any additional
technologies.
Contacts
Rodd Leeds/David WaldmanCrescendo
Communications, LLCTel: (212) 671-1020Email:
SCPS@crescendo-ir.com
Hugh Burns/Delia Cannan/Nicholas LeasureReevemarkTel: (212)
433-4600Email: scopus@reevemark.com
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