LAS
VEGAS, Aug. 18, 2023 /PRNewswire/ -- JanOne
(Nasdaq: JAN) (the "Company"), a biopharmaceutical company
specializing in developing non-addicting pain killers and
treatments for underlying causes of pain, today announced that it
has entered into a definitive securities purchase agreement for the
purchase and sale of 899,348 shares of the Company's common stock
(or prefunded warrants in lieu thereof) at a purchase price of
$0.8811 per share of common stock (or
prefunded warrant) 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 899,348 shares of common stock at an exercise price of
$0.7561 per share. The warrants are
exercisable immediately and have a term of exercise equal to five
years. The closing of the registered direct offering and the
concurrent private placement is expected to occur on or about
August 22, 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 offerings are
expected to be approximately $790,000, before deducting the placement agent's
fees and other offering expenses payable by the Company. The
Company intends to use the net proceeds from the offerings for
working capital and general corporate purposes.
The shares of common stock, prefunded warrants and shares of
common stock underlying the prefunded warrants described above (but
not the warrants issued in the concurrent 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. 333-251645) previously filed with the Securities and
Exchange Commission (the "SEC") and declared effective by the SEC
on December 29, 2020. The offering of
the shares of common stock and prefunded warrants is 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
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 at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711
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 a
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 JanOne Inc.
JanOne is a unique Nasdaq-listed company offering innovative,
actionable solutions that it believes can help end the opioid
crisis. JanOne is dedicated to funding resources toward innovation,
technology, and education to find a key resolution to the national
opioid epidemic, which is one of the deadliest and most widespread
in the nation's history. Its drugs in the clinical trial pipeline
have shown promise for their innovative targeting of the causes of
pain as a strategic option for physicians averse to exposing
patients to addictive opioids. Please visit www.janone.com for
additional information.
Forward-Looking Statements
This press release contains statements that are forward-looking
statements as defined within the Private Securities Litigation
Reform Act of 1995, including, but not limited to, statements
relating to closing of the offerings and satisfaction of closing
conditions, the expected gross proceeds from the offerings and
statements regarding the anticipated use of proceeds from the
offerings, as well as statements relating to the statements that
JAN 101 will treat PAD, that JAN 123 will treat CRPS, the timing of
the commencement of further clinical trials, that the FDA will
permit approval through a 505(b)(2) pathway for JAN 123, that upon
approval JAN 101 will immediately disrupt the PAD market, and other
statements, including words such as "continue", "expect", "intend",
"will", "hope" "should", "would", "may", "potential" and other
similar expressions. Such statements reflect JanOne's current
view with respect to future events, are subject to risks and
uncertainties, including market and other conditions, and are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by JanOne, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors could cause JanOne's
actual results, performance or achievements to be materially
different from any future results, performance or achievements
described in this press release. Such factors could include, among
others, those detailed in the Company's periodic reports filed with
the Securities and Exchange Commission (the "SEC").
Should one or more of these risks or uncertainties materialize,
or should the assumptions set out in the section entitled "Risk
Factors" in JanOne's filings with the SEC underlying those
forward-looking statements prove incorrect, actual results may vary
materially from those described herein. These forward-looking
statements are made as of the date of this press release and JanOne
does not intend, and does not assume any obligation, to update
these forward-looking statements, except as required by law. JanOne
cannot assure that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. Individuals are cautioned that
forward-looking statements are not guarantees of future performance
and accordingly investors are cautioned not to put undue reliance
on forward-looking statements due to the inherent uncertainty
therein.
Media Contact
Investor Relations
IR@janone.com
1-800-400-2247
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SOURCE JanOne Inc.