AnPac Bio-Medical Science Co., Ltd. (the “Company”) (NASDAQ: ANPC),
a company with operations in the United States and China focused on
early cancer screening and detection and plans to enter into the
operation of a business-to-business e-commerce food platform
focused on the sale of Asian sourced food products, today announced
that it has entered into a securities purchase agreement with
certain institutional investors to purchase $3.0 million of its
American Depositary Shares (“ADSs”), pre-funded warrants to
purchase ADSs and warrants to purchase ADSs in a registered direct
offering. The Company plans to use the net proceeds from the
offering for the advancement of our research and development
activities, working capital and general corporate purposes.
Under the terms of the securities purchase
agreement, the Company has agreed to sell to the institutional
investors a total of 625,000 ADSs (the “Offered ADS”) priced at
$4.00 per ADS, with pre-funded warrants exercisable for 125,000
ADSs and warrants exercisable for 750,000 ADSs. The purchase price
of each pre-funded warrant is equal to the price per one ADS, minus
$0.0001, and the remaining exercise price of each pre-funded
warrant will equal $0.0001 per share. The pre-funded warrants will
be immediately exercisable and may be exercised at any time until
all of the pre-funded warrants are exercised in full. The warrants
will be immediately exercisable, will expire five (5) years from
the original issuance date and will have an exercise price of $4.00
per ADS. The Company is also issuing to Univest Securities, LLC,
which is acting as the sole placement agent for the offering,
warrants exercisable for 37,500 ADSs, with an exercise price of
$4.80. The placement agent’s warrants are immediately exercisable
through the fifth anniversary of issuance.
Subject to certain exemptions outlined in the
warrants, if the Company sells, enters into an agreement to sell,
or grants any option to purchase, or sells, enters into an
agreement to sell, or grants any right to reprice, or otherwise
disposes of or issues (or announces any offer, sale, grant or any
option to purchase or other disposition) any ordinary shares or
ADSs or any other securities that are at any time convertible into,
or exercisable or exchangeable for, or otherwise entitle the holder
thereof to receive, ordinary shares or ADSs, at an effective price
per share less than the exercise price of the warrants then in
effect, the exercise price of the warrants will be reduced to an
exercise price based on the calculation provided in the
warrants.
In addition, pursuant to the terms of the
securities purchase agreement, the Company may not, subject to
certain exceptions, (i) offer, issue, sell, transfer or otherwise
dispose of the Company’s securities for a period of one hundred and
twenty (120) days following the closing date of the offering; and
(ii) from the closing date of the offering until the six-month
anniversary of such date, effect or enter into an agreement to
effect any issuance of ordinary shares or ordinary share
equivalents involving a Variable Rate Transaction (as defined in
the securities purchase agreement).
The gross proceeds to the Company from the
registered direct offering are estimated to be approximately $3.0
million before deducting the placement agent’s fees and other
standard offering expenses. The offering is expected to close on or
about April 5, 2023, subject to the satisfaction of customary
closing conditions.
Pursuant to the securities purchase agreement,
the executive officers and directors of the Company will enter into
lock-up agreements pursuant to which these persons agree that,
without the prior consent of the placement agent, they will not,
for a period of 60 days following the closing of the offering,
subject to certain exceptions, offer, sell or otherwise dispose of
or transfer any securities of the Company owned by them as of the
date of the closing of the offering or acquired during the lock-up
period.
The ADSs, the pre-funded warrants, the warrants
and the ADSs underlying the pre-funded warrants, the warrants and
the placement agent’s warrants are being offered pursuant to a
shelf registration statement on Form F-3 (File No. 333-256630)
previously filed and declared effective by the Securities and
Exchange Commission (SEC) on June 7, 2021 (the “Shelf Registration
Statement”). The offering of the ADSs, the pre-funded warrants, the
warrants and the ADSs underlying the pre-funded warrants, the
warrants and the placement agent’s warrants will be made only by
means of a prospectus supplement that forms a part of the
registration statement.
Univest Securities, LLC is acting as the sole
placement agent for this offering.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the aforementioned securities
will be filed by the Company with the SEC. When available, copies
of the prospectus supplement relating to the registered direct
offering, together with the accompanying prospectus, can be
obtained at the SEC's website at www.sec.gov.
About AnPac Bio-Medical Science
Co., Ltd.
AnPac Bio-Medical Science Co., Ltd. is a
biotechnology company focused on early cancer screening and
detection, with 155 issued patents as of June 30, 2022. With two
certified clinical laboratories in China and one CLIA and CAP
accredited clinical laboratory in the United States, AnPac Bio
performs a suite of cancer screening and detection tests, including
CDA (Cancer Differentiation Analysis), bio-chemical, immunological,
and genomics tests. The Company intends to enter the
business-to-business e-commerce food business with the formation of
its wholly-owned subsidiary Fresh2 Technology Inc and the
acquisition of Fresh2 Ecommerce Inc.
For investor and media inquiries, please
contact:
Ascent Investor Relations LLC Tina Xiao Phone: +1-917-609-0333
(U.S.) Email: tina.xiao@ascent-ir.com
Safe Harbor Statement
This announcement contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are made under the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995 and are relating to the Company’s future financial and
operating performance. The Company has attempted to identify
forward-looking statements by terminologies including “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “projects,”
“intends,” “potential,” “target,” “aim,” “predict,” “outlook,”
“seek,” “goal” “objective,” “assume,” “contemplate,” “continue,”
“positioned,” “forecast,” “likely,” “may,” “could,” “might,”
“will,” “should,” “approximately” or other words that convey
uncertainty of future events or outcomes to identify these
forward-looking statements. These statements are based on current
expectations, assumptions and uncertainties involving judgments
about, among other things, future economic, competitive and market
conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond the Company’s control. These statements also involve known
and unknown risks, uncertainties and other factors that may cause
the Company’s actual results to be materially different from those
expressed or implied by any forward-looking statement. Known and
unknown risks, uncertainties and other factors include, but are not
limited to, our ability to comply with Nasdaq Listing Rules
including maintain our listing on the Nasdaq Capital Market, the
implementation of our business model and growth strategies; trends
and competition in the cancer screening and detection market; our
expectations regarding demand for and market acceptance of our
cancer screening and detection tests and our ability to expand our
customer base; our ability to obtain and maintain intellectual
property protections for our CDA technology and our continued
research and development to keep pace with technology developments;
our ability to obtain and maintain regulatory approvals from the
NMPA, the FDA and the relevant U.S. states and have our
laboratories certified or accredited by authorities including the
CLIA; our future business development, financial condition and
results of operations and our ability to obtain financing
cost-effectively; potential changes of government regulations;
general economic and business conditions in China and elsewhere;
our ability to hire and maintain key personnel; our relationship
with our major business partners and customers; and the duration of
the coronavirus outbreaks and their potential adverse impact on the
economic conditions and financial markets and our business and
financial performance, such as resulting from reduced commercial
activities due to quarantines and travel restrictions instituted by
China, the U.S. and many other countries around the world to
contain the spread of the virus. A number of these risks along with
additional discussion of forward-looking statements, are set forth
in the Company's Annual Report on Form 20-F and other reports filed
with the Securities and Exchange Commission. In addition, there is
uncertainty about the spread of the COVID19 virus and the impact it
will have on the Company's operations, global supply chains and
economic activity in general. Because of these and other risks,
uncertainties and assumptions, undue reliance should not be placed
on these forward-looking statements. In addition, these statements
speak only as of the date of this press release and, except as may
be required by law, the Company undertakes no obligation to revise
or update publicly any forward-looking statements for any
reason.
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