Alzamend Neuro Announces Agreement for Registered Direct Offering and Concurrent Private Placement for an Aggregate of up to $25 Million
Alzamend Neuro, Inc. (ALZN) has entered into a Securities Purchase Agreement to sell $25 million of Preferred Shares in a registered direct offering and concurrent private placement. The Preferred Shares are convertible into Common Stock, have a 15% annual dividend, and come with Warrants to purchase up to 20 million shares of Common Stock. The proceeds will fund clinical trials and general working capital.
Proceeds from the offering will be used to initiate additional clinical trials for Alzamend's product candidates.
Alzamend has secured funding of up to $25 million through the sale of Preferred Shares, positioning the company for growth and development.
The Preferred Shares include a 15% annual dividend, offering investors the potential for significant returns on their investment.
The
The
The
In addition, in a concurrent private placement, the Investor agreed to purchase up to an additional 2,450 Preferred Shares, of which 50 shares will be purchased at the initial closing and the remaining Preferred Shares over a period of time as set forth in the Agreement, for an aggregate purchase of up to
The Preferred Shares will be senior to all other classes of preferred stock the Company has outstanding, as well as senior to the Company’s common stock (“Common Stock”). Each Preferred Share shall be convertible, subject to Nasdaq limitations until such time as stockholder approval is obtained, at the holder’s option into shares of Common Stock at a conversion price equal to the greater of (i)
Further, the Investor will receive unregistered warrants (“Warrants”) to purchase up to 20 million shares of Common Stock, presuming that the full amount of the Preferred Shares is sold, be immediately exercisable for five years at
The closing of the registered direct offering and the concurrent private placement is expected to occur on or about May 10, 2024, subject to the satisfaction of customary closing conditions and the receipt of certain third party consents.
The proceeds from the Financing will be used to initiate additional clinical trials by Alzamend for its two product candidates and general working capital purposes.
Additional information regarding the securities described above and the terms of the Financing will be included in a Current Report on Form 8-K to be filed with the United States Securities and Exchange Commission (“SEC”).
The Preferred Shares (and the shares of Common Stock issuable upon conversion of the Preferred Shares) being offered in the registered direct offering (but not the additional Preferred Shares and Warrants being in the concurrent private placement or the shares of Common Stock underlying the additional Preferred Shares and Warrants) are being offered by Alzamend pursuant to a “shelf” registration statement on Form S-3 (File No. 333-273610) previously filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2023 and declared effective by the SEC on August 10, 2023. The offering of the Preferred Shares (and the shares of Common Stock issuable upon conversion of such Preferred Shares) in the registered direct offering 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.
The additional Preferred Shares not being offered in the registered direct offering as well as 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 such additional Preferred Shares and Warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the additional Preferred Shares, Warrants and the underlying shares of Common Stock issuable upon conversion of such additional Preferred Shares and Warrants may not be offered or sold in
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of shares of the Company’s common stock in any state or other 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 other jurisdiction.
For more information on Alzamend, stockholders, investors, and any other interested parties may read Alzamend’s public filings and press releases available under the Investor Relations section at https://www.alzamend.com/ or available at https://www.sec.gov/.
About Alzamend Neuro
Alzamend Neuro is a clinical-stage biopharmaceutical company focused on developing novel products for the treatment of Alzheimer’s, BD, MDD and PTSD. Our mission is to rapidly develop and market safe and effective treatments. Our current pipeline consists of two novel therapeutic drug candidates, AL001 - a patented ionic cocrystal technology delivering lithium via a therapeutic combination of lithium, salicylate and L-proline, and ALZN002 - a patented method using a mutant-peptide sensitized cell as a cell-based therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s. Both of our product candidates are licensed from the University of South Florida Research Foundation, Inc. pursuant to royalty-bearing exclusive worldwide licenses.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Alzamend undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect Alzamend’s business and financial results are included in Alzamend’s filings with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20240509698047/en/
Email: Info@Alzamend.com or call: 1-844-722-6333
Source: Alzamend Neuro, Inc.
FAQ
<p>What is the purpose of the Securities Purchase Agreement announced by Alzamend Neuro?</p>
The Securities Purchase Agreement is for the sale of up to $25 million of Preferred Shares in a registered direct offering and concurrent private placement to fund clinical trials and general working capital.
<p>What are the key terms of the Preferred Shares being offered by Alzamend Neuro?</p>
The Preferred Shares are convertible into Common Stock, have a stated value of $10,000 per share, and include a 15% annual dividend.
<p>How will the proceeds from the offering be utilized by Alzamend Neuro?</p>
The proceeds will be used to initiate additional clinical trials for Alzamend's two product candidates and for general working capital purposes.
<p>What are the details of the Warrants issued to the Investor by Alzamend Neuro?</p>
The Warrants allow the Investor to purchase up to 20 million shares of Common Stock at $1.25 per share and are exercisable for five years.
<p>When is the closing of the registered direct offering and concurrent private placement expected to occur?</p>
The closing is expected to occur on or about May 10, 2024, subject to customary closing conditions and the receipt of certain third-party consents.
