On June 30, 2023 NeuBase Therapeutics, Inc. (Nasdaq: NBSE) ("NeuBase" or the "Company"), a biotechnology company developing Stealth Editors to perform in vivo gene editing without triggering the immune system, reported the closing of its previously announced registered direct offering for the issuance and sale of an aggregate of 578,697 of its shares of common stock (or common stock equivalents) at a purchase price of $2.57 per share (or common stock equivalent) and associated unregistered warrants and concurrent private placement of an aggregate of 1,366,829 of its shares of common stock (or common stock equivalents), at the same purchase price of $2.57 per share (or common stock equivalent) and associated unregistered warrants (Press release, NeuBase Therapeutics, JUN 30, 2023, View Source [SID1234633008]). In addition, the Company issued in the offerings unregistered Series A warrants to purchase up to an aggregate of 1,945,526 shares of common stock and unregistered short-term Series B warrants to purchase up to an aggregate of 1,945,526 shares of common stock. The registered direct offering and the private placement were priced at-the-market under Nasdaq rules.

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H.C. Wainwright & Co. acted as the exclusive placement agent for the offerings.

Each series of unregistered warrants have an exercise price $2.32 per share and are exercisable immediately upon issuance. The Series A warrants have a term of five and one-half years from the date of issuance and the short-term Series B warrants have a term of eighteen months from the date of issuance.

The gross proceeds to the Company from the concurrent offerings are approximately $5 million, before deducting the placement agent’s fees and other offering expenses payable by NeuBase. NeuBase currently intends to use the net proceeds from the offerings for working capital and general corporate purposes.

The securities offered in the registered direct offering (but excluding the securities offered in the private placement and the shares of common stock underlying the unregistered warrants issued in the registered direct offering) were offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-254980), including a base prospectus, previously filed with the Securities and Exchange Commission (the "SEC") on April 1, 2021 and declared effective by the SEC on April 14, 2021. The offering of the securities issued in the registered direct offering was made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering have been filed with the SEC and are available on the SEC’s website located at View Source Electronic copies of the final prospectus supplement and accompanying base prospectus may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The offer and sale of the securities in the private placement and the unregistered warrants described above were made in transactions not involving a public offering and have not been registered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying the unregistered warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the private placement, the unregistered warrants and underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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 the registration or qualification under the securities laws of any such state or jurisdiction.