Purple Biotech Announces Closing of Exercise of Warrants for $2 Million Gross Proceeds
02 Julio 2024 - 3:00PM
Purple Biotech Ltd. (“Purple Biotech” or “the Company”)
(NASDAQ/TASE: PPBT), a clinical-stage company developing
first-in-class therapies that seek to overcome tumor immune evasion
and drug resistance, today announced the closing of its previously
announced exercise of certain existing warrants to purchase an
aggregate of 5,633,509 American Depositary Shares (ADSs), each
representing 10 ordinary shares, having original exercise prices
ranging from $1.25 to $20.00 per ADS, originally issued by Purple
Biotech in October 2023, June 2020, January 2019 and June 2018, at
a reduced exercise price of $0.36 per ADS. The issuance and/or
resale of the ADSs issued upon exercise of the existing warrants,
as applicable, are registered pursuant to effective registration
statements on Form F-3 (File Nos. 333-235327, 333-233795 and
333-233793) and Form F-1 (File No. 333-275216).
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
In consideration for the exercise of the
existing warrants for cash, the Company issued new unregistered
Series A-1 warrants to purchase up to an aggregate of 4,979,383
ADSs and new unregistered Series A-2 warrants to purchase up to an
aggregate of 6,287,635 ADSs. The new warrants are immediately
exercisable at an exercise price of $0.40 per ADS. The Series A-1
warrants have a term of five years from the issuance date and the
Series A-2 warrants have a term of twenty-four months from the
issuance date.
The gross proceeds to the Company from the
exercise of the existing warrants were approximately $2 million,
prior to deducting placement agent fees and estimated offering
expenses payable by the Company. The Company intends to use the net
proceeds from the offering to fund the development of its oncology
therapeutic candidates and for general working capital and
corporate purposes. The new warrants described above
were offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and
Regulation D promulgated thereunder and, along with the ADSs
issuable upon exercise of the new warrants, have not been
registered under the Securities Act, or applicable state securities
laws. Accordingly, the new warrants issued in the private placement
and the ADSs issuable upon the exercise of the new warrants 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 Securities Act and such
applicable state securities laws. The Company has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the ADSs issuable upon the exercise of the
new warrants.
This press release does 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 other
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 other jurisdiction.
About Purple Biotech
Purple Biotech Ltd. (NASDAQ/TASE: PPBT) is a
clinical-stage company developing first-in-class therapies that
seek to overcome tumor immune evasion and drug resistance. The
Company’s oncology pipeline includes NT219, CM24 and IM1240. NT219
is a dual inhibitor, novel small molecule that simultaneously
targets IRS1/2 and STAT3. A Phase 1 dose escalation study is being
concluded and a Phase 2 study of NT219 at its recommended Phase 2
level in combination with cetuximab in patients with recurrent
and/or metastatic squamous cell carcinoma of the head and neck
cancer (SCCHN) is planned. CM24 is a humanized monoclonal antibody
that blocks CEACAM1, an immune checkpoint protein that supports
tumor immune evasion and survival through multiple pathways. The
Company is advancing CM24 as a combination therapy with anti-PD-1
checkpoint inhibitors in a Phase 2 study for the treatment of
pancreatic ductal adenocarcinoma (PDAC). The Company has entered
into a clinical collaboration agreement with Bristol Myers Squibb
for the Phase 2 clinical trials to evaluate the combination of CM24
with the PD-1 inhibitor nivolumab in addition to chemotherapy. The
Company is also advancing a preclinical platform of
conditionally-activated tri-specific antibodies that engage both T
cells and NK cells to induce a strong, localized immune response
within the tumor microenvironment. The cleavable capping technology
confines the compound’s therapeutic activity to the local tumor
microenvironment, and thereby potentially increases the anticipated
therapeutic window in patients. The third arm of the antibody
specifically targets the Tumor Associated Antigen (TAA). The
technology presents a novel mechanism of action by unleashing both
innate and adaptive immune systems to induce an optimal anti-tumor
immune response. IM1240 is the platform’s lead tribody in
development that targets 5T4 expressed in a variety of solid tumors
and is correlated with advanced disease, increased invasiveness and
poor clinical outcomes. The Company’s corporate headquarters are
located in Rehovot, Israel. For more information, please visit
https://purple-biotech.com/.
Forward-Looking Statements and Safe
Harbor Statement
Certain statements in this press release that
are forward-looking and not statements of historical fact are
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include, but are not limited to,
statements regarding the anticipated use of proceeds from the
offering as well as statements that are not statements of
historical fact, and may be identified by words such as “believe”,
“expect”, “intend”, “plan”, “may”, “should”, “could”, “might”,
“seek”, “target”, “will”, “project”, “forecast”, “continue” or
“anticipate” or their negatives or variations of these words or
other comparable words or by the fact that these statements do not
relate strictly to historical matters. You should not place undue
reliance on these forward-looking statements, which are not
guarantees of future performance. Forward-looking statements
reflect our current views, expectations, beliefs or intentions with
respect to future events, and are subject to a number of
assumptions, involve known and unknown risks, many of which are
beyond our control, as well as uncertainties and other factors that
may cause our actual results, performance or achievements to be
significantly different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Important factors that could cause or contribute to
such differences include, among others, risks relating to: market
and other conditions; the plans, strategies and objectives of
management for future operations; product development for NT219,
CM24 and IM1240; the process by which such early stage therapeutic
candidates could potentially lead to an approved drug product is
long and subject to highly significant risks, particularly with
respect to a joint development collaboration; the fact that drug
development and commercialization involves a lengthy and expensive
process with uncertain outcomes; final results from clinical
studies, including our NT219 and CM24 studies, may vary from the
interim analysis, our ability to successfully develop and
commercialize our pharmaceutical products; the expense, length,
progress and results of any clinical trials; the impact of any
changes in regulation and legislation that could affect the
pharmaceutical industry; the difficulty in receiving the regulatory
approvals necessary in order to commercialize our products; the
difficulty of predicting actions of the U.S. Food and Drug
Administration or any other applicable regulator of pharmaceutical
products; the regulatory environment and changes in the health
policies and regimes in the countries in which we operate; the
uncertainty surrounding the actual market reception to our
pharmaceutical products once cleared for marketing in a particular
market; the introduction of competing products; patents obtained by
competitors; dependence on the effectiveness of our patents and
other protections for innovative products; our ability to obtain,
maintain and defend issued patents; the commencement of any patent
interference or infringement action against our patents, and our
ability to prevail, obtain a favorable decision or recover damages
in any such action; and the exposure to litigation, including
patent litigation, and/or regulatory actions; the impact of the
economic, public health, political and security situation in
Israel, the U.S. and other countries in which we may operate or
obtain approvals for our products or our business, and other
factors that are discussed in our Annual Report on Form 20-F for
the year ended December 31, 2023 and in our other filings with the
U.S. Securities and Exchange Commission (“SEC”), including our
cautionary discussion of risks and uncertainties under “Risk
Factors” in our Registration Statements and Annual Reports. These
are factors that we believe could cause our actual results to
differ materially from expected results. Other factors besides
those we have listed could also adversely affect us. Any
forward-looking statement in this press release speaks only as of
the date which it is made. We disclaim any intention or obligation
to publicly update or revise any forward-looking statement or other
information contained herein, whether as a result of new
information, future events or otherwise, except as required by
applicable law. You are advised, however, to consult any additional
disclosures we make in our reports to the SEC, which are available
on the SEC’s website, https://www.sec.gov.
CONTACTS:
Company Contact:
Lior FhimaChief Financial OfficerIR@purple-biotech.com
Purple Biotech (NASDAQ:PPBT)
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