Blue Water Vaccines Announces $8 Million Private Placement Priced At-the-Market Under Nasdaq Rules
April 13 2022 - 8:30AM
Blue Water Vaccines Inc. (“BWV” or “Blue Water Vaccines” or “the
Company”), a biopharmaceutical company developing transformational
vaccines to address significant global health challenges, today
announced that it has entered into definitive agreements with
several institutional investors for the purchase of 1,180,812
shares of common stock (or common stock equivalents in lieu
thereof) in a private placement priced at-the-market under Nasdaq
rules. The Company will also issue to the investors unregistered
preferred investment options (the “investment options”) to purchase
up to an aggregate of 1,180,812 shares of common stock. The
purchase price for one share of common stock (or common stock
equivalent) and one investment option to purchase one share of
common stock is $6.775. The investment options have an
exercise price of $6.65 per share, will be exercisable
immediately upon issuance, and will have a term equal to four years
following the issuance date.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the private placement
are expected to be approximately $8.0 million, before
deducting placement agent fees and other offering expenses. The
Company intends to use the net proceeds from the private placement
for the research and development of its pipeline as well as for
working capital and other general corporate purposes. The private
placement is expected to close on or about April 18, 2022,
subject to the satisfaction of customary closing conditions.
The offer and sale of the foregoing securities
are being made in a transaction not involving a public offering and
the securities have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or applicable state
securities laws. Accordingly, the securities 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. Pursuant to a registration rights
agreement with investors, BWV has agreed to file a resale
registration statement covering the securities described above
within twenty days.
This press release does not constitute an offer
to sell or the 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 Blue Water Vaccines
Blue Water Vaccines Inc. is a biopharmaceutical
company focused on developing transformational vaccines to address
significant health challenges globally. Headquartered in
Cincinnati, OH, the company holds the rights to proprietary
technology developed at the University of Oxford, Cincinnati
Children’s Hospital Medical Center (CCHMC), and St. Jude Children’s
Hospital. The company is developing a universal flu vaccine that
will provide protection from all virulent strains in addition to
licensing a novel norovirus (NoV) S&P nanoparticle versatile
virus-like particle (VLP) vaccine platform from CCHMC to develop
vaccines for multiple infectious diseases, including
norovirus/rotavirus and malaria, among others. Additionally, Blue
Water Vaccines is developing a Streptococcus pneumoniae
(pneumococcus) vaccine candidate, designed to specifically prevent
the highly infectious middle ear infections, known as Acute Otitis
Media (AOM), in children. For more information, visit
www.bluewatervaccines.com.
Forward-Looking Statements
Certain statements in this press release are
forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may be identified
by the use of forward-looking words such as “anticipate,”
“believe,” “forecast,” “estimate,” “expect,” and “intend,” among
others. These forward-looking statements are based on BWV’s current
expectations and actual results could differ materially include,
among others: statements regarding the satisfaction of the
customary closing conditions of this private placement and the use
of the proceeds from this private placement. There are a number of
factors that could cause actual events to differ materially from
those indicated by such forward-looking statements. These factors
include, but are not limited to, market and other conditions, risks
related to the development of BWV’s vaccine candidates, including,
but not limited to BWV-301; the failure to obtain FDA clearances or
approvals and noncompliance with FDA regulations; delays and
uncertainties caused by the global COVID-19 pandemic; risks related
to the timing and progress of clinical development of our product
candidates; our need for additional financing; uncertainties of
patent protection and litigation; uncertainties of government or
third party payor reimbursement; limited research and development
efforts and dependence upon third parties; and substantial
competition. As with any vaccine under development, there are
significant risks in the development, regulatory approval and
commercialization of new products. BWV does not undertake an
obligation to update or revise any forward-looking statement except
as required by law. Investors should read the risk factors set
forth in BWV’s Annual Report on Form 10-K for the year ended
December 31, 2021 and other periodic reports filed with the
Securities and Exchange Commission on or after the date thereof.
All of BWV’s forward-looking statements are expressly qualified by
all such risk factors and other cautionary statements. The
information set forth herein speaks only as of the date hereof.
Contact Information:Media
Relations513-620-4101Email: media@bluewatervaccines.com
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