Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that
is reimagining therapeutic delivery, today announced that it has
entered into definitive agreements for the purchase and sale of
5,454,548 shares of the Company’s common stock at an offering price
of $1.10 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 5,454,548 shares of common stock. The
warrants have an exercise price of $1.10 per share, will be
exercisable beginning on the effective date of stockholder approval
of the issuance of the shares issuable upon exercise of the
warrants, and will expire five years from the date of stockholder
approval. The closing of the offering is expected to occur on or
about April 3, 2024, 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 $6 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, complete its
ongoing BT-600 clinical trial, make further investments in the
development of its oral biotherapeutics platforms, 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 Company also has agreed to amend certain existing warrants
to purchase up to an aggregate of 6,415,822 shares of the Company’s
common stock that were previously issued to investors on dates
ranging from February 2021 to December 2023, with exercise prices
ranging from $1.26 to $8.22 per share, effective upon the closing
of the offering, such that the amended warrants will have a reduced
exercise price of $1.10 per share, will be exercisable beginning on
the effective date of stockholder approval of the issuance of the
shares issuable upon exercise of the amended warrants, and will
expire five years from the date of stockholder approval.
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
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, the use of proceeds in the offering and receipt of
stockholder approval. 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 offering, the Company’s ability to consummate the
offering on the anticipated terms or at all, the Company’s ability
to obtain stockholder approval, the Company’s ability to innovate
in the field of therapeutics, the Company’s ability to make future
filings and initiate, execute, or complete 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 or partners, 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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