Filed Pursuant to Rule 424(b)(5)
Registration No. 333-239473
PROSPECTUS SUPPLEMENT
(To the Prospectus dated July 2, 2020)
![Graphic](https://content.edgar-online.com/edgar_conv_img/2023/03/06/0001600132-23-000021_tmb-20230306x424b5001.jpg)
718,474 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 1,781,526 Shares of Common Stock
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering directly 718,474 shares of our common stock and pre-funded warrants to purchase 1,781,526 shares of common stock in lieu of common stock to certain investors that so choose. This prospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants.
The pre-funded warrants will be immediately exercisable, subject to the limitations described in the section “Description of Pre-Funded Warrants—Exercisability,” and may be exercised at any time after their original issuance. The purchase price of each pre-funded warrant sold in this offering will be equal to the price at which a share of common stock is sold in the offering, minus $0.01, and the exercise price of each pre-funded warrant will equal $0.01 per share.
Our common stock is listed on The Nasdaq Capital Market under the symbol “BLPH.” On March 3, 2023, the last reported sale price of our common stock was $1.81 per share. We do not intend to list the pre-funded warrants on The Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited.
As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $18,478,625, which was calculated based on 7,162,258 shares of our common stock outstanding held by non-affiliates and at a price of $2.58 per share, the closing price of our common stock on January 17, 2023. As a result, we are currently eligible to offer and sell up to an aggregate of approximately $6,159,541 of our securities. In no event will the aggregate market value of securities sold by us or on our behalf under this prospectus supplement pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month period immediately prior to, and including, the date of any such sale, exceed one-third of the aggregate market value of our common stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75 million. During the twelve-month period that ends on and includes the date hereof, we have not sold any shares of our common stock pursuant to General Instruction I.B.6 of Form S-3.
We are a “smaller reporting company” as defined under Rule 405 of the Securities Act of 1933, as amended, and as such, we have elected to comply with certain reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement and under similar headings in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The securities are being sold directly to the investor pursuant to a subscription agreement dated March 3, 2023.
The securities are being offered directly to investors without a placement agent or underwriter. We are not paying underwriting discounts or commissions in connection with the offering. The gross proceeds to us before expenses will be approximately $5 million. We estimate the total expenses of this offering will be approximately $75,000.
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| | Per Share | | | Per Pre-Funded Warrant | | | Total | |
Offering price and proceeds, before expenses, to us | | $ | 2.00 | | | $ | 1.99 | | | $ | 4,982,185 | |
Delivery of the securities is expected to be made on or about March 7, 2023.
The date of this prospectus supplement is March 3, 2023.