Statera Biopharma, Inc. (NASDAQ: STAB) (the “Company” or “Statera
Biopharma”), a leading biopharmaceutical company creating
next-generation immune therapies that focus on immune restoration
and homeostasis, today announced the pricing of its underwritten
public offering of approximately 10,843,721 units (“Units”), at a
price to the public of $0.45 per Unit and approximately 1,716,666
pre-funded units (the “Pre-funded Units”), at a price to the public
of $0.44 per Pre-Funded Unit, for aggregate gross proceeds of
approximately $5.7 million, prior to deducting underwriting
discounts, commissions, and other estimated offering expenses. Each
Unit consists of one share of common stock, par value $0.005 per
share (the “Common Stock”), one warrant with a one-year term to
purchase one share of Common Stock at an exercise price of $0.45
per share (the “One-Year Warrants”), and one warrant with a
five-year term to purchase one share of our Common Stock at an
exercise price of $0.5625 per share (the “Five-Year Warrants”). The
shares of Common Stock, the One-Year Warrants, and the Five-Year
Warrants are immediately separable and will be issued separately
and uncertificated. Each Pre-Funded Unit will consist of one
pre-funded warrant to purchase one share of Common Stock
(“Pre-Funded Warrant”), one One-Year Warrant, and one Five-Year
Warrant. The purchase price of each Pre-Funded Unit will equal the
price per Unit being sold to the public in this offering, minus
$0.01, and the exercise price of each Pre-Funded Warrant will equal
$0.01 per share of Common Stock.
In addition, the Company has granted the
underwriters a 45-day option to purchase up to an additional
1,884,057 shares of Common Stock, and/or One-Year Warrants to
purchase 1,884,057 shares of Common Stock and/or Five-Year Warrants
to purchase 1,884,057 shares of Common Stock at the public offering
price of $0.44 per share, $0.01 per One-Year Warrant and $0.01 per
Five-Year Warrant, less the underwriting discount per share and per
warrant, solely to cover over-allotments, if any.
The offering is expected to close on or about
March 24, 2022, subject to satisfaction of customary closing
conditions.
EF Hutton, division of Benchmark Investments,
LLC, is acting as sole book-running manager for the offering.
The proposed offering of the Common Stock
described above is being offered by the Company pursuant to a
"shelf" registration statement on Form S-3 (File No. 333-238578)
filed with the Securities and Exchange Commission (SEC) and
declared effective by the SEC on May 29, 2020, and the accompanying
prospectus contained therein.
Anthony L.G., PLLC is acting as legal counsel to
Statera Biopharma, Inc. and Carmel, Milazzo & Feil LLP is
acting as legal counsel to EF Hutton for the offering. Bridgeway
Capital Partners, LLC is acting as the Company’s financial
advisor.
The offering is being made only by means of a
prospectus supplement and accompanying prospectus. A prospectus
supplement describing the terms of the public offering will be
filed with the SEC and will form a part of the effective
registration statement.
Copies of the prospectus supplement and the
accompanying prospectus relating to this offering may be obtained,
when available, on the SEC’s website at http://www.sec.gov or by
contacting EF Hutton, division of Benchmark Investments, LLC
Attention: Syndicate Department, 590 Madison Avenue, 39th Floor,
New York, NY 10022, by email at syndicate@efhuttongroup.com, or by
telephone at (212) 404-7002.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Statera Biopharma
Statera Biopharma, Inc. (formerly Cytocom, Inc.)
is a clinical-stage biopharmaceutical company developing novel
immunotherapies targeting autoimmune, neutropenia/anemia, emerging
viruses and cancers based on a proprietary platform designed to
rebalance the body’s immune system and restore homeostasis. Statera
Biopharma has a large platform of toll-like receptor (TLR) agonists
with TLR4 and TLR9 antagonists, and the TLR5 agonists, Entolimod
and GP532. TLRs are a class of protein that plays a key role in the
innate immune system. Statera Biopharma is developing therapies
designed to directly elicit within patients a robust and durable
response of antigen-specific killer T-cells and antibodies, thereby
activating essential immune defenses against autoimmune,
inflammatory, infectious diseases, and cancers. Statera Biopharma
has clinical programs for Crohn’s disease (STAT-201), hematology
(Entolimod), pancreatic cancer (STAT-401) and COVID-19 (STAT-205)
in addition to potential expansion into fibromyalgia and multiple
sclerosis. To learn more about Statera Biopharma, please visit
www.staterabiopharma.com.
Forward-Looking Statements
This press release contains forward-looking
statements that involve risks and uncertainties. All statements
other than statements of current or historical fact contained in
this press release, including statements regarding the Company’s
expected clinical development timeline for the Company’s product
candidates, future financial position, business strategy, new
products, budgets, liquidity, cash flows, projected costs,
regulatory approvals, the impact of any laws or regulations
applicable to the Company, and plans and objectives of management
for future operations, are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “should,” “estimate,”
“expect,” “intend,” “may,” “plan,” “project,” “will,” and similar
expressions, as they relate to us, are intended to identify
forward-looking statements. We have based these forward-looking
statements on the current expectations about future events held by
management. While we believe these expectations are reasonable,
such forward-looking statements are inherently subject to risks and
uncertainties, many of which are beyond the Company’s control. The
Company’s actual future results may differ materially from those
discussed here for various reasons. The Company discusses many of
these risks under the heading “Risk Factors” in the proxy
statement/prospectus filed with the SEC on June 10, 2021, as
updated by the Company’s other filings with the SEC.
Given these uncertainties, you should not place
undue reliance on these forward-looking statements. The
forward-looking statements included in this press release are made
only as of the date hereof. We do not undertake any obligation to
update any such statements or to publicly announce the results of
any revisions to any of such statements to reflect future events or
developments.
Contacts:
Statera Biopharma
Nichol Ochsner
Executive V.P. Investor Relations and Corporate
Communications
(732) 754-2545
nichol.ochsner@staterabiopharma.com
FINN Partners
Glenn Silver (Media)
(973) 818-8198
glenn.silver@finnpartners.com
FINN Partners
David Carey (IR)
(212) 867-1768
David.carey@finnpartners.com
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