On March 5, 2019 Xenetic Biosciences, Inc. (NASDAQ: XBIO) ("Xenetic" or the "Company"), a biopharmaceutical company focused on the acquisition, research and development of novel oncology therapeutics, including next-generation cellular immunotherapies for difficult to treat cancers, including B-cell Lymphomas, as well as improved biologic drugs, reported it has entered into a securities purchase agreement with a single accredited institutional investor to purchase approximately $3.1 million of the Company’s common stock (the "Common Stock") (or pre-funded warrants to purchase Common Stock in lieu thereof) in a registered direct offering (the "Offering") and warrants to purchase shares of Common Stock in a concurrent private placement (Press release, Xenetic Biosciences, MAR 5, 2019, View Source [SID1234534012]). The combined purchase price for one share of Common Stock (or pre-funded warrants to purchase Common Stock in lieu thereof) and each warrant will be $2.00.
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Under the terms of the securities purchase agreement, Xenetic has agreed to sell 1,549,000 shares of Common Stock (or pre-funded warrants to purchase Common Stock in lieu thereof). In a private placement, which will be consummated concurrently to the Offering, Xenetic also agreed to issue warrants to purchase up to an aggregate of 1,549,000 shares of Common Stock. The warrants will be exercisable six months following the date of issuance, will expire on the seventh anniversary of the initial exercise date and have an exercise price of $2.25 per share of Common Stock.
The gross proceeds to Xenetic from the registered direct offering are expected to be approximately $3.1 million before deducting placement agent fees and other offering expenses. The offering is expected to close on or about March 7, 2019, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the exclusive placement agent for the Offering.
The shares of Common Stock and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-227572), which was declared effective by the United States Securities and Exchange Commission ("SEC") on October 12, 2018. The warrants are being issued in a private placement concurrent to the Offering and Common Stock issuable upon the exercise of such warrants were offered under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and 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 registration requirements of the Act and such applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the shares of Common Stock and pre-funded warrants will be filed by Xenetic Biosciences, Inc. with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3745.