Blue Water Vaccines Announces Closing of $8 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Blue Water Vaccines Inc. announced the closing of a private placement of 1,180,812 shares priced at $6.775 per share, generating approximately $8.0 million in gross proceeds. The funds will be allocated for the research and development of vaccine candidates BWV-101, BWV-102, and BWV-103, as well as general corporate purposes. The investment options provided to investors have an exercise price of $6.65 and are exercisable for four years. The securities issued are not publicly traded and will be registered within 20 days following April 13, 2022.

Positive

• Closed private placement generating approximately $8.0 million in gross proceeds.
• Funds will support R&D for vaccines BWV-101, BWV-102, and BWV-103.

Negative

• Securities issued are unregistered and subject to resale restrictions.
• Potential risks associated with vaccine development and regulatory approvals.

Proceeds To Fund Research and Development of BWV-101, BWV-102 and BWV-103

CINCINNATI, April 20, 2022 (GLOBE NEWSWIRE) -- Blue Water Vaccines Inc. (“BWV” or “Blue Water Vaccines” or the “Company”), a biopharmaceutical company developing transformational vaccines to address significant global health challenges, today announced the closing of its previously announced private placement of 1,180,812 shares of common stock (or common stock equivalents in lieu thereof), that was priced at-the-market under Nasdaq rules. The Company also issued to investors unregistered preferred investment options (the “investment options”) to purchase up to an aggregate of 1,180,812 shares of common stock. The purchase price for one share of common stock (or common stock equivalent) and one investment option was $6.775. The investment options have an exercise price of $6.65 per share, are exercisable immediately, and have a term equal to four years.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the private placement were approximately $8.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the private placement for the research and development of its pipeline as well as for working capital and other general corporate purposes.

The offer and sale of the foregoing securities were made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold 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. Pursuant to a registration rights agreement with investors, BWV has agreed to file a resale registration statement covering the securities described above within twenty days of April 13, 2022.

This press release does 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 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 Blue Water Vaccines

Blue Water Vaccines Inc. is a biopharmaceutical company focused on developing transformational vaccines to address significant health challenges globally. Headquartered in Cincinnati, OH, the Company holds the rights to proprietary technology developed at the University of Oxford, Cincinnati Children’s Hospital Medical Center (CCHMC), and St. Jude Children’s Hospital. The Company is developing a universal flu vaccine that will provide protection from all virulent strains in addition to licensing a novel norovirus (NoV) S&P nanoparticle versatile virus-like particle (VLP) vaccine platform from CCHMC to develop vaccines for multiple infectious diseases, including norovirus/rotavirus and malaria, among others. Additionally, Blue Water Vaccines is developing a Streptococcus pneumoniae (pneumococcus) vaccine candidate, designed to specifically prevent the highly infectious middle ear infections, known as Acute Otitis Media (AOM), in children. For more information, visit www.bluewatervaccines.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on BWV’s current expectations and actual results could differ materially include, among others, the use of the proceeds from this private placement. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, market and other conditions, risks related to the development of BWV’s vaccine candidates, including, but not limited to BWV-301; the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; delays and uncertainties caused by the global COVID-19 pandemic; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payor reimbursement; limited research and development efforts and dependence upon third parties; and substantial competition. As with any vaccine under development, there are significant risks in the development, regulatory approval and commercialization of new products. BWV does not undertake an obligation to update or revise any forward-looking statement except as required by law. Investors should read the risk factors set forth in BWV’s Annual Report on Form 10-K for the year ended December 31, 2021 and other periodic reports filed with the Securities and Exchange Commission on or after the date thereof. All of BWV’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date hereof.

Contact Information:

Media Relations

513-620-4101

Email: media@bluewatervaccines.com

FAQ

What is the purpose of the recent private placement by BWV?

The purpose is to fund research and development of vaccine candidates BWV-101, BWV-102, and BWV-103.

How much capital did BWV raise in its private placement?

BWV raised approximately $8.0 million in gross proceeds.

What are the terms of the investment options issued by BWV?

The investment options have an exercise price of $6.65 per share and are exercisable immediately for four years.

When will BWV register the securities issued in the private placement?

BWV has agreed to file a resale registration statement within twenty days of April 13, 2022.

What risks does BWV face regarding its vaccine development?

Risks include FDA clearances, market conditions, competition, and uncertainties in clinical development.