On October 17, 2023 Purple Biotech Ltd. ("Purple Biotech" or "the Company") (NASDAQ/TASE: PPBT), a clinical-stage company developing first-in-class therapies that harness the power of the tumor microenvironment to overcome tumor immune evasion and drug resistance, reported that it has entered into a definitive agreement for the purchase and sale of 4,347,827 of the Company’s American Depositary Shares ("ADSs") (or ADS equivalents), each ADS representing 10 ordinary shares, at a purchase price of $1.15 per ADS (or ADS equivalent), in a registered direct offering (Press release, Purple Biotech, OCT 17, 2023, View Source [SID1234636072]). In addition, in a concurrent private placement, the Company will issue unregistered warrants to purchase up to 4,347,827 ADSs. The warrants will have an exercise price of $1.25 per ADS and will be immediately exercisable upon issuance for a period of five and one-half years. The closing of the offering is expected to occur on or about October 19, 2023, subject to the satisfaction of customary closing conditions.
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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. Purple Biotech intends to use the net proceeds from the offering to fund the development of its oncology therapeutic candidates and for general working capital and corporate purposes.
The ADSs (or ADS equivalents) described above (but not the unregistered warrants and the ADSs issuable thereunder) are being offered by Purple Biotech pursuant to a "shelf" registration statement on Form F-3 (File No. 333-268710) previously filed with the Securities and Exchange Commission (the "SEC") on December 8, 2022 and declared effective by the SEC on May 22, 2023. The offering of the ADSs (or ADS equivalents) in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].
The unregistered warrants described above 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 ADSs representing ordinary shares underlying such unregistered warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and the ADSs underlying the unregistered warrants 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.
In connection with the offering, the Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 631,556 of the Company’s ADSs that were previously issued in June 2020 and June 2018 at exercise prices of $9.00 to $28.00 per ADS, respectively, such that effective upon the closing of the offering the amended warrants will have a reduced exercise price of $1.25 per ADS and will expire five and one-half years from the closing of the offering.
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.