Current Report Filing (8-k)
30 March 2023 - 8:24AM
Edgar (US Regulatory)
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2023-03-29
2023-03-29
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 29, 2023
Blue Water Vaccines Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41294 |
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83-2262816 |
(State or other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
201 E. Fifth Street, Suite 1900 Cincinnati, Ohio |
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45202 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (513) 620-4101
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.00001 per share |
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BWV |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement
On
March 29, 2023, Blue Water Vaccines Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”)
with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which
it may sell up to $3,900,000 of shares of the Company’s common stock (the “Shares”) from time to time through the Agent
(the “ATM Offering”). Under the Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross
proceeds from each sale of Shares under the Agreement.
Sales
of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at-the-market equity offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions,
including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Company
has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend
offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the Agreement as permitted
therein.
The
Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-270383) that
was declared effective on March 16, 2023 and a prospectus supplement and accompanying prospectus relating to the ATM Offering filed with
the with the Securities and Exchange Commission on March 29, 2023. This Current Report on 8-K (this “Report”) shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed as Exhibit 1.1 to this Report. Also attached as Exhibit 5.1 to this Report is the opinion of Ellenoff Grossman
& Schole LLP relating to the legality of the issuance and sale of the Shares.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Blue Water Vaccines Inc. |
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Date: March 29, 2023 |
/s/ Joseph Hernandez |
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Joseph Hernandez
Chief Executive Officer |
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