On November 30, 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 treatment, reported the closing of its previously announced private placement for the issuance and sale of 1,470,000 American Depositary Shares (the "ADSs")(or ADS equivalents in lieu thereof), Series A warrants to purchase up to an aggregate of 1,470,000 ADSs and Series B warrants to purchase up to an aggregate of 1,470,000 ADSs at a purchase price of $5.00 per ADS (or ADS equivalent in lieu thereof) and associated warrants (Press release, TC Biopharm, NOV 30, 2022, View Source [SID1234624623]). Each ADS representing one ordinary share of the Company. The Series A warrants are exercisable immediately upon issuance at an exercise price of $5.00 per ADS and will expire five and one-half years following the date of issuance. The Series B warrants are exercisable immediately upon issuance at an exercise price of $5.00 per ADS and will expire thirty months following the date of issuance.
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H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the private placement was $7.35 million before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds for general working capital purposes.
The securities 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 have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the ADSs and ADSs issuable upon exercise of warrants.