PainReform Announces Exercise of Warrants for Approximately $1.3 Million in Gross Proceeds
26 Dezembro 2023 - 8:00PM
PainReform Ltd. (Nasdaq: PRFX) ("
PainReform" or
the "
Company"), a clinical-stage specialty
pharmaceutical company focused on the reformulation of established
therapeutics, today announced the entry into a definitive agreement
for the immediate exercise of certain outstanding warrants to
purchase up to an aggregate of 467,896 ordinary shares, having an
exercise price of $9.00 per ordinary share, issued by PainReform in
July 2023, at a reduced exercise price of $2.85 per ordinary share.
The ordinary shares issuable upon exercise of the warrants are
registered pursuant to an effective registration statement on Form
F-1 (File No. 333-274220). The closing of the offering is expected
to occur on or about December 29, 2023, subject to satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
In consideration for the immediate exercise of
the warrants for cash, PainReform will issue new unregistered
warrants to purchase up to 935,792 ordinary shares. The new
warrants will have an exercise price of $2.85 per ordinary share,
will be immediately exercisable and have a term of exercise equal
to five years from the date of issuance.
The gross proceeds to PainReform from the
exercise of the warrants are expected to be approximately $1.3
million, prior to deducting placement agent fees and offering
expenses. The Company intends to use the net proceeds for funding
research and development and clinical trials and for other working
capital and general corporate purposes.
The new warrants described above were offered in
a private placement pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"), and, along with the ordinary shares issuable upon
exercise, have not been registered under the 1933 Act, and 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. PainReform has
agreed to file a registration statement with the SEC covering the
resale of the ordinary shares issuable upon exercise of the new
warrants.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, 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
PainReform
PainReform is a clinical-stage specialty
pharmaceutical company focused on the reformulation of established
therapeutics. PRF-110, the Company's lead product is based on the
local anesthetic ropivacaine, targeting the postoperative pain
relief market. PRF-110 is an oil-based, viscous, clear solution
that is deposited directly into the surgical wound bed prior to
closure to provide localized and extended postoperative analgesia.
The Company's proprietary extended-release drug-delivery system is
designed to provide an extended period of post-surgical pain relief
without the need for repeated dose administration while reducing
the potential need for the use of opiates. For more information,
please visit www.painreform.com.
Notice Regarding Forward-Looking
Statements
This press release contains forward-looking
statements about our expectations, beliefs and intentions.
Forward-looking statements can be identified by the use of
forward-looking 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. For example, the Company is using
forward-looking statements when it discusses the timing and
completion of the offering, the satisfaction of customary closing
conditions related to the offering and the intended use of proceeds
therefrom. These forward-looking statements are based on
assumptions and assessments made in light of management's
experience and perception of historical trends, current conditions,
expected future developments and other factors believed to be
appropriate. Forward-looking statements in this press release are
made as of the date of this press release, and we undertake no duty
to update or revise any such statements, whether as a result of new
information, future events or otherwise. Forward-looking statements
are not guarantees of future performance and are subject to risks
and uncertainties, many of which are outside of our control. Many
factors could cause our actual activities or results to differ
materially from the activities and results anticipated in forward-
looking statements, including, but not limited to, the following:
our history of significant losses, our need to raise additional
capital and our ability to obtain additional capital on acceptable
terms, or at all; our dependence on the success of our initial
product candidate, PRF-110; the outcomes of preclinical studies,
clinical trials and other research regarding PRF-110 and future
product candidates; our limited experience managing clinical
trials; our ability to retain key personnel and recruit additional
employees; our reliance on third parties for the conduct of
clinical trials, product manufacturing and development; the impact
of competition and new technologies; our ability to comply with
regulatory requirements relating to the development and marketing
of our product candidates; commercial success and market acceptance
of our product candidates; our ability to establish sales and
marketing capabilities or enter into agreements with third parties
and our reliance on third party distributors and resellers;
our ability to establish and maintain strategic partnerships and
other corporate collaborations; the implementation of our business
model and strategic plans for our business and product candidates;
the scope of protection we are able to establish and maintain for
intellectual property rights and our ability to operate our
business without infringing the intellectual property rights of
others; the overall global economic environment; our ability to
develop an active trading market for our ordinary shares and
whether the market price of our ordinary shares is volatile; and
statements as to the impact of the political and security situation
in Israel on our business. More detailed information about the
risks and uncertainties affecting us is contained under the heading
"Risk Factors" included in the Company's most recent Annual Report
on Form 20-F and in other filings that we have made and may make
with the Securities and Exchange Commission in the future.
Contact:
Crescendo Communications, LLCTel:
212-671-1021Email: prfx@crescendo-ir.com
Ilan HadarChief Executive OfficerPainReform
Ltd.Tel: +972-54-5331725Email: ihadar@painreform.com
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