On April 22, 2022 Salarius Pharmaceuticals, Inc. (NASDAQ: SLRX), a clinical-stage biopharmaceutical company developing cancer therapies for patients in need of new treatment options, reported that it has entered into definitive agreements with several institutional investors for the purchase of 9,339,436 shares of its common stock, at a purchase price per share of $0.25, for gross proceeds of approximately $2.3 million, in a registered direct offering (Press release, Salarius Pharmaceuticals, APR 22, 2022, View Source [SID1234612844]).
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Ladenburg Thalmann & Co Inc. is acting as the exclusive placement agent for the offering.
The gross proceeds to Salarius, before deducting placement agent fees and other offering expenses, are expected to be approximately $2.3 million. Salarius intends to use the net proceeds from this offering for the continued clinical and pre-clinical development of its product candidates, and for other general corporate purposes.
Additionally, Salarius has agreed to issue to the investors unregistered warrants to purchase up to 7,004,578 shares of common stock, with an exercise price of $0.3399. The warrants will be exercisable six months following the issuance date and will expire five and one-half years from the issuance date. The closing of the offering is expected to take place on or about April 26, 2022, subject to the satisfaction of customary closing conditions.
The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Salarius pursuant to a "shelf" registration statement on Form S-3 that was filed and declared effective by the Securities and Exchange Commission ("SEC") on May 17, 2019 and the base prospectus contained therein (File No. 333-231010). The offering of the shares of common stock will be made only by means of a prospectus supplement and accompanying base prospectus that form a part of the registration statement.
A prospectus supplement and accompanying base prospectus relating to the shares of common stock being offered will be filed with the SEC. Copies of the prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC’s website at www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Attn: Prospectus Department, 640 Fifth Avenue, New York, NY 10019 or by e-mail at [email protected].
The warrants described above were 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 shares of common stock underlying the warrants, 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 the registration requirements of the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.