Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that
is reimagining therapeutic delivery (“Biora” or the “Company”),
today announced that it has entered into a definitive agreement for
the purchase and sale of 1,509,434 shares of the Company’s common
stock at an offering price of $5.30 per share of common stock in a
registered direct offering priced at-the-market under Nasdaq rules.
In addition, in a concurrent private placement, the Company will
issue unregistered warrants to purchase up to 3,018,868 shares of
common stock. The warrants have an exercise price of $5.05 per
share, will be exercisable upon issuance, and will expire three
years following issuance. The closing of the offering is expected
to occur on or about June 14, 2023, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to Biora from this offering are expected to
be approximately $8 million, before deducting the placement agent’s
fees and other offering expenses. Biora intends to use the net
proceeds from this offering to support its operations, invest in
research and development with respect to its oral biotherapeutics
platform, and for working capital and general corporate
purposes.
The shares of common stock (but not the warrants issued in the
private placement or the shares of common stock underlying the
warrants) are being offered by the Company pursuant to a shelf
registration statement on Form S-3 (File No. 333-258301) that was
filed with the Securities and Exchange Commission (“SEC”) on July
30, 2021 and was declared effective on August 6, 2021. The offering
of the shares of common stock is being made only by means of a
prospectus, including a prospectus supplement, forming a part of an
effective registration statement. A prospectus supplement and
accompanying prospectus relating to the offering of the shares of
common stock will be filed with the SEC. Electronic copies of the
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC’s website at http://www.sec.gov or by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The warrants described above are being issued in a concurrent
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 shares of common stock
underlying the warrants, have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the warrants and underlying shares of common stock 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.
This press release shall 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 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 Biora TherapeuticsBiora Therapeutics is
the biotech company that is reimagining therapeutic delivery. By
creating innovative smart pills designed for targeted drug delivery
to the GI tract, and systemic, needle-free delivery of
biotherapeutics, the company is developing therapies to improve
patients’ lives.
Biora is focused on development of two therapeutics platforms:
the NaviCap™ targeted oral delivery platform, which is designed to
improve outcomes for patients with inflammatory bowel disease
through treatment at the site of disease in the gastrointestinal
tract, and the BioJet™ systemic oral delivery platform, which is
designed to replace injection for better management of chronic
diseases through needle-free, oral delivery of large molecules.
For more information, visit bioratherapeutics.com or follow the
company on LinkedIn or Twitter.
Safe Harbor Statement or Forward-Looking
StatementsThis press release contains “forward-looking
statements” that involve a number of risks, uncertainties, and
assumptions. These forward-looking statements can generally be
identified as such because the context of the statement will
include words such as “may,” “will,” “intend,” “plan,” “believe,”
“anticipate,” “expect,” “estimate,” “predict,” “potential,”
“continue,” “likely,” “target,” “forecast,” or “opportunity,” the
negative of these words or other similar words. Similarly,
statements that describe our plans, strategies, intentions,
expectations, objectives, goals or prospects and other statements
that are not historical facts are also forward-looking statements.
For such statements, we claim the protection of the Private
Securities Litigation Reform Act of 1995. Readers of this press
release are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. These forward-looking statements are based largely
on our expectations and projections about future events and future
trends affecting our business, and are subject to risks and
uncertainties that could cause actual results to differ materially
from those anticipated in the forward-looking statements, including
statements regarding the consummation of the offering, the
satisfaction of customary closing conditions related to the
offering and the use of proceeds in the offering. Such risks,
uncertainties, and other factors include, among others, risks and
uncertainties related to market and other conditions that may
affect the timing, terms or conditions of the proposed offering,
the Company’s ability to consummate the offering on the anticipated
terms or at all, the Company’s ability to innovate in the field of
therapeutics, the Company’s ability to make future filings and
initiate clinical trials on expected timelines or at all, the
Company’s ability to obtain and maintain regulatory approval or
clearance of its products on expected timelines or at all, the
Company’s plans to research, develop, and commercialize new
products, the unpredictable relationship between preclinical study
results and clinical study results, the Company’s expectations
regarding opportunities with current or future pharmaceutical
collaborators, the Company’s ability to raise sufficient capital to
achieve its business objectives, and those risks described in “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2022 filed with the
SEC and other subsequent documents, including Quarterly Reports,
that the Company files with the SEC.
Biora Therapeutics expressly disclaims any obligation to update
any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
law.
Investor ContactChuck PadalaManaging Director,
LifeSci AdvisorsIR@bioratherapeutics.com(646) 627-8390
Media Contactmedia@bioratherapeutics.com
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