RVL Pharmaceuticals plc Announces $5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules
16 Agosto 2023 - 9:00AM
RVL Pharmaceuticals plc (Nasdaq: RVLP) (“RVL” or the “Company”), a
specialty pharmaceutical company focused on the commercialization
of UPNEEQ® (oxymetazoline hydrochloride ophthalmic solution), 0.1%,
for the treatment of acquired blepharoptosis, or low-lying eyelid,
in adults, today announced that it has entered into definitive
agreements for the purchase and sale of 11,870,846 of its ordinary
shares (or ordinary share equivalents in lieu thereof) at a
purchase price of $0.4212 per ordinary share (or ordinary share
equivalent in lieu thereof) in a registered direct offering priced
at-the-market under Nasdaq rules. The Company also agreed to issue
to the investors unregistered series A-1 warrants to purchase up to
11,870,846 ordinary shares and unregistered series A-2 warrants to
purchase up to 11,870,846 ordinary shares. The series A-1 warrants
have an exercise price of $0.4212 per share, will be exercisable
beginning on the effective date of shareholder approval of the
issuance of the shares upon exercise of the series A-1 warrants,
and will expire five years following the date of shareholder
approval. The series A-2 warrants have an exercise price of $0.4212
per share, will be exercisable beginning on the effective date of
shareholder approval of the issuance of the shares upon exercise of
the series A-2 warrants, and will expire eighteen months following
the date of shareholder approval. The closing of the offering is
expected to occur on or about August 18, 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 the Company from the
registered direct offering are expected to be approximately $5
million, before deducting the placement agent’s fees and other
offering expenses payable by the Company. The Company intends to
use the net proceeds from this offering for general corporate
purposes.
The ordinary shares (but not the warrants being
offered in the private placement or the ordinary shares issuable
upon exercise of the warrants) are being offered by the Company
pursuant to a “shelf” registration statement on Form S-3 (File No.
333-269440) previously filed with the Securities and Exchange
Commission, or the SEC, and declared effective by the SEC on
February 6, 2023. The offering of the ordinary shares in the
registered direct offering will be made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and accompanying prospectus relating to the ordinary shares being
offered in the registered direct offering will be filed with the
SEC. Electronic copies of the final 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, 430 Park Avenue, 3rd
Floor, New York, NY 10022, or by telephone at (212)
865-5711, or email at placements@hcwco.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended, or the Act, and Regulation D promulgated
thereunder, and the warrants and the ordinary shares issuable upon
exercise of the warrants have not been registered under the Act or
applicable state securities laws. Accordingly, the warrants and
ordinary shares issuable upon exercise of the 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 Act and such applicable state
securities laws.
This press release does 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 other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About RVL Pharmaceuticals plc
RVL Pharmaceuticals plc is a specialty
pharmaceutical company focused on the commercialization of UPNEEQ®
(oxymetazoline hydrochloride ophthalmic solution), 0.1%, for the
treatment of acquired blepharoptosis, or low-lying eyelid, in
adults. UPNEEQ is the first non-surgical treatment option approved
by the FDA for acquired blepharoptosis.
Forward-Looking Statements
This press release includes statements that
express the Company’s opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
“forward-looking statements.” The Company’s actual results may vary
significantly from the results anticipated in these forward-looking
statements, which can generally be identified by the use of
forward-looking terminology, including the terms “believes,”
“expects,” “may,” “will,” “should,” “seeks,” “projects,”
“approximately,” “intends,” “plans,” “targets,” “estimates” or
“anticipates,” or, in each case, their negatives or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They
include statements regarding the Company’s intentions, beliefs or
current expectations concerning, among other things, the
anticipated use of proceeds from the offerings, the receipt of
shareholder approval under Nasdaq rules in connection with the
warrants and the terms and anticipated closing of the offerings. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. The Company
may not achieve the plans, intentions or expectations disclosed in
its forward-looking statements, and you should not place
significant reliance on our forward-looking statements. Actual
results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking
statements the Company makes. Important factors that could cause
actual results and events to differ materially from those indicated
in the forward-looking statements include the following: risks and
uncertainties associated with market conditions and the
satisfaction of customary closing conditions related to the
offerings; and other risks and uncertainties more fully described
in the “Risk Factors” section of the Company’s Annual Report on
Form 10-K filed on March 20, 2023, its Quarterly Report on Form
10-Q filed on May 11, 2023, its Quarterly Report on Form 10-Q filed
on August 14, 2023 and other filings that the Company makes with
the Securities and Exchange Commission. These forward-looking
statements speak only as of the time of this press release and the
Company does not undertake to publicly update or revise them,
whether as a result of new information, future events or otherwise,
except as required by law.
Investor and Media Relations for RVL
Pharmaceuticals plc
Lisa M. Wilson In-Site Communications, Inc. T:
212-452-2793 E: lwilson@insitecony.com
RVL Pharmaceuticals (NASDAQ:RVLP)
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