On February 10, 2022 TC Biopharm (Holdings) PLC ("TC Biopharm" or the "Company") (NASDAQ: TCBP) (NASDAQ: TCBPW), a clinical stage biotechnology company developing platform allogeneic gamma-delta T cell therapies for cancer and viral indications, reported the pricing of its initial public offering of 4,117,648 American Depositary Shares (the "ADSs") and warrants (the "Warrants") to purchase up to 8,235,296 ADSs, for aggregate gross proceeds of approximately $17.5 million, prior to deducting underwriting discounts, commissions, and other offering expenses (Press release, TC Biopharm, FEB 10, 2022, View Source [SID1234607998]). Each ADS represents one ordinary share, and each Warrant represents the right to purchase one ADS. The ADSs and Warrants will be separately issued, and the ADSs and Warrants will be sold to purchasers only in a combination of one ADS and two Warrants, for a combined aggregate offering price of $4.25. Each Warrant will be immediately exercisable for one ordinary share, that will then be deposited with the custodian for the issuance of a corresponding ADS at an exercise price of $4.25 per ADS, and expire six years after the issuance date.
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In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 617,647 ADSs and/or warrants to purchase up to 1,235,294 ADSs, in any combination thereof, at the public offering price per security, less the underwriting discounts and commissions to cover over-allotments, if any.
The Company intends to use the net proceeds from the offering to finance the cost of treating patients under our proposed clinical trials OmnImmune (TCB 008-001), a phase 2b-into-pivotal (phase 3) trial for the treatment of acute myeloid leukemia, and ImmuniStim (TCB 008-002) (for the treatment of viral infections such as COVID-19) and to continue the research and development of our proposed GD-T CAR therapies to treat sold cancers, as well as financing our operating overhead costs, capital expenditure and limited repayment of convertible loan notes.
The offering is expected to close on or about February 15, 2022, subject to satisfaction of customary closing conditions.
The Company has received approval to list its ADSs and Warrants on the Nasdaq Global Market, with its ADSs trading under the symbol "TCBP" and the Warrants trading under the symbol "TCBPW", with trading expected to begin on February 11, 2022.
EF Hutton, division of Benchmark Investments, LLC, is acting as sole book-running manager for the offering.
A registration statement on Form F-1, as amended (File No. 333-260492), was filed with the Securities and Exchange Commission ("SEC") and was declared effective on February 10, 2022. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at View Source Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 404-7002.
This press release shall not constitute an offer to sell or the 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.