ON March 31, 2023 AnPac Bio-Medical Science Co., Ltd. (the "Company") (NASDAQ: ANPC), a company with operations in the United States and China focused on early cancer screening and detection and plans to enter into the operation of a business-to-business e-commerce food platform focused on the sale of Asian sourced food products, reported that it has entered into a securities purchase agreement with certain institutional investors to purchase $3.0 million of its American Depositary Shares ("ADSs"), pre-funded warrants to purchase ADSs and warrants to purchase ADSs in a registered direct offering (Press release, Anpac Bio, MAR 31, 2023, View Source [SID1234629732]). The Company plans to use the net proceeds from the offering for the advancement of our research and development activities, working capital and general corporate purposes.
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Under the terms of the securities purchase agreement, the Company has agreed to sell to the institutional investors a total of 625,000 ADSs (the "Offered ADS") priced at $4.00 per ADS, with pre-funded warrants exercisable for 125,000 ADSs and warrants exercisable for 750,000 ADSs. The purchase price of each pre-funded warrant is equal to the price per one ADS, minus $0.0001, and the remaining exercise price of each pre-funded warrant will equal $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The warrants will be immediately exercisable, will expire five (5) years from the original issuance date and will have an exercise price of $4.00 per ADS. The Company is also issuing to Univest Securities, LLC, which is acting as the sole placement agent for the offering, warrants exercisable for 37,500 ADSs, with an exercise price of $4.80. The placement agent’s warrants are immediately exercisable through the fifth anniversary of issuance.
Subject to certain exemptions outlined in the warrants, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any ordinary shares or ADSs or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, ordinary shares or ADSs, at an effective price per share less than the exercise price of the warrants then in effect, the exercise price of the warrants will be reduced to an exercise price based on the calculation provided in the warrants.
In addition, pursuant to the terms of the securities purchase agreement, the Company may not, subject to certain exceptions, (i) offer, issue, sell, transfer or otherwise dispose of the Company’s securities for a period of one hundred and twenty (120) days following the closing date of the offering; and (ii) from the closing date of the offering until the six-month anniversary of such date, effect or enter into an agreement to effect any issuance of ordinary shares or ordinary share equivalents involving a Variable Rate Transaction (as defined in the securities purchase agreement).
The gross proceeds to the Company from the registered direct offering are estimated to be approximately $3.0 million before deducting the placement agent’s fees and other standard offering expenses. The offering is expected to close on or about April 5, 2023, subject to the satisfaction of customary closing conditions.
Pursuant to the securities purchase agreement, the executive officers and directors of the Company will enter into lock-up agreements pursuant to which these persons agree that, without the prior consent of the placement agent, they will not, for a period of 60 days following the closing of the offering, subject to certain exceptions, offer, sell or otherwise dispose of or transfer any securities of the Company owned by them as of the date of the closing of the offering or acquired during the lock-up period.
The ADSs, the pre-funded warrants, the warrants and the ADSs underlying the pre-funded warrants, the warrants and the placement agent’s warrants are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-256630) previously filed and declared effective by the Securities and Exchange Commission (SEC) on June 7, 2021 (the "Shelf Registration Statement"). The offering of the ADSs, the pre-funded warrants, the warrants and the ADSs underlying the pre-funded warrants, the warrants and the placement agent’s warrants will be made only by means of a prospectus supplement that forms a part of the registration statement.
Univest Securities, LLC is acting as the sole placement agent for this offering.
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 aforementioned securities will be filed by the Company 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.