On March 22, 2021, Anixa Biosciences, Inc. (the "Company") reported that it entered into an amended and restated underwriting agreement (the "Underwriting Agreement") with H.C. Wainwright & Co., LLC, as representative (the "Representative") of the underwriters (the "Underwriters"), to issue and sell 4,285,715 shares of common stock of the Company, par value $0.01 per share ("Common Stock"), in an underwritten, firm-commitment public offering pursuant to an effective registration statement on Form S-3 (File No. 333-232067) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the "Offering") (Filing, 8-K, Anixa Biosciences, MAR 24, 2021, View Source [SID1234577075]). The public offering price to the public is $5.25 per share of Common Stock, less underwriting discounts and commissions. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days from the date of the Underwriting Agreement, up to an additional 642,857 shares of Common Stock at the same public offering price.
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In connection with the Offering, the Company agreed to pay the Representative an underwriting discount equal to 7.0% of the gross proceeds of the Offering and a management fee equal to 1.0% of the gross proceeds of the Offering. The Company also agreed to pay the Representative $50,000 for non-accountable expenses, an expense allowance of up to.$100,000 for legal fees and other out-of-pocket expenses and $15,950 for closing expenses. The Company agreed to issue to the Representative, or its designees, warrants to purchase up to 300,000 shares of Common Stock (up to 345,000 shares of Common Stock if the over-allotment option is exercised in full) at an exercise price of $6.5625 per share (the "Underwriter Warrants"). The Underwriter Warrants will have a term of five years from the commencement of the sales in the Offering.
The Company estimates that the net proceeds from the Offering will be approximately $20.3 million, or approximately $23.4 million if the Underwriters exercise in full their option to purchase additional shares of Common Stock, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The Offering is expected to close on or about March 25, 2021, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Copies of the Underwriting Agreement and form of Underwriter Warrant are filed as Exhibit 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The foregoing description of the Underwriting Agreement and Underwriter Warrants are qualified in their entirety by reference to such exhibits. A copy of the opinion of Ellenoff Grossman & Schole LLP as to the legality of the shares of Common Stock, Underwriter Warrants and shares of Common Stock issuable upon exercise of the Underwriter Warrants to be issued in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form 8-K.