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Evaxion Biotech Announces Pricing of $15 Million Public Offering

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Evaxion Biotech A/S (NASDAQ: EVAX) has announced the pricing of a public offering of 3,750,000 of its American Depositary Shares (ADSs) and warrants to purchase up to 3,750,000 ADSs at a combined public offering price of $4.00 per ADS. MSD Global Health Innovation Fund, a shareholder since December 2023, is also participating in this offering.
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Evaxion Biotech's announcement of a public offering at $4.00 per ADS, including warrants with the same exercise price, is a strategic move to raise capital. The immediate exercise availability and the five-year expiration of these warrants provide investors with both short-term and long-term incentives. The participation of MSD Global Health Innovation Fund, a corporate venture arm of a well-established pharmaceutical company, Merck & Co., signals potential confidence in Evaxion's AI-Immunology™ platform. This could be seen as a positive indicator of Evaxion's growth prospects and technological edge in vaccine development.

However, the pricing of the offering at $4.00 needs to be evaluated against the current market price and historical performance to assess dilution effects and investor sentiment. The impact on existing shareholders' equity, potential for stock price volatility and the company's valuation post-offering are critical factors to consider. The capital raised will likely be aimed at furthering clinical trials and research, which is capital-intensive. The success of these endeavors will ultimately determine the long-term return on investment for both new and existing shareholders.

The biotech sector is known for its high R&D costs and long development cycles. Evaxion's move to secure funding through a public offering is indicative of the sector's ongoing need for capital to sustain operations and fund research. The offering's structure, with the inclusion of warrants, is a common strategy to entice investment while providing potential upside to investors. For the biotech market, the involvement of a significant investor like MSD GHI can be seen as an endorsement of Evaxion's proprietary AI-Immunology™ platform, potentially setting a precedent for other TechBio companies seeking investment.

It is also essential to consider the competitive landscape within the AI-driven vaccine development niche. The uniqueness of Evaxion's technology, its stage in the clinical trial process and its intellectual property portfolio are factors that will influence its market position and attractiveness to investors. The success of this public offering could also impact peer companies' funding strategies, as it may affect investor appetite for similar offerings in the biotech space.

The legal implications of the public offering, including the issuance of warrants, must adhere to securities regulations. The transparency of the offering terms, the rights of the warrant holders and the obligations of Evaxion Biotech are governed by both NASDAQ rules and federal securities laws. It is important for potential investors to understand the legal framework surrounding these securities, such as the exercise conditions of the warrants, their expiration and any potential implications for shareholders' rights.

Additionally, the involvement of an international investor like MSD GHI requires compliance with cross-border investment regulations. The legal structure of the investment and the representation of MSD GHI's interest in Evaxion will be subject to legal scrutiny to ensure adherence to corporate governance standards and protection of stakeholders' interests. This offering must also be evaluated in the context of Evaxion's previous shareholder agreements and any potential changes to shareholder equity distribution.

COPENHAGEN, Denmark, Feb. 01, 2024 (GLOBE NEWSWIRE) -- Evaxion Biotech A/S (NASDAQ: EVAX) (“Evaxion” or the “Company”), a clinical-stage TechBio company specializing in developing AI-Immunology™ powered vaccines, today announced the pricing of a public offering of an aggregate of 3,750,000 of its American Depositary Shares (“ADSs”) (or pre-funded warrants in lieu thereof) and warrants to purchase up to 3,750,000 ADSs at a combined public offering price of $4.00 per ADS (or pre-funded warrant in lieu thereof) and accompanying warrant. MSD Global Health Innovation Fund (MSD GHI), a corporate venture capital arm of Merck & Co., Inc., Rahway, NJ, USA, who became an Evaxion shareholder in December 2023, is also participating in this offering. The warrants will have an exercise price of $4.00 per ADS, will be exercisable immediately upon issuance and will expire five years following the date of issuance. Each ADS represents ten ordinary shares of the Company. The closing of the offering is expected to occur on or about February 5, 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 the Company from the offering are expected to be $15 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds of this offering to advance the Company’s preclinical and clinical pipeline, and for continuing operating expenses and working capital.

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-276505), which was declared effective by the Securities and Exchange Commission, or the SEC, on February 1, 2024. The offering is made only by means of a prospectus forming a part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website located at http://www.sec.gov and may also be obtained 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, 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 Evaxion

Evaxion Biotech A/S is a pioneering TechBio company based upon its AI platform, AI-Immunology™. Evaxion’s proprietary and scalable AI prediction models harness the power of artificial intelligence to decode the human immune system and develop novel immunotherapies for cancer, bacterial diseases, and viral infections. Based upon AI-Immunology™, Evaxion has developed a clinical-stage oncology pipeline of novel personalized vaccines and a preclinical infectious disease pipeline in bacterial and viral diseases with high unmet medical needs. Evaxion is committed to transforming patients’ lives by providing innovative and targeted treatment options. For more information about Evaxion and its groundbreaking AI-Immunology™ platform and vaccine pipeline, please visit our website.

Forward Looking Statements

This announcement 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. The words “target,” “believe,” “expect,” “hope,” “aim,” “intend,” “may,” “might,” “anticipate,” “contemplate,” “continue,” “estimate,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could,” and other words and terms of similar meaning identify forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including, but not limited to, risks related to: statements regarding the consummation of the offering, the satisfaction of the closing conditions of the offering and the use of net proceeds therefrom; our financial condition and need for additional capital; our development work; cost and success of our product development activities and preclinical and clinical trials; commercializing any approved pharmaceutical product developed using our AI platform technology, including the rate and degree of market acceptance of our product candidates; our dependence on third parties including for conduct of clinical testing and product manufacture; our inability to enter into partnerships; government regulation; protection of our intellectual property rights; employee matters and managing growth; our ADSs and ordinary shares, the impact of international economic, political, legal, compliance, social and business factors, including inflation, and the effects on our business from the worldwide ongoing COVID-19 pandemic and the ongoing conflict in the region surrounding Ukraine and Russia and the Middle East; market and other conditions and other uncertainties affecting our business operations and financial condition. For a further discussion of these risks, please refer to the risk factors included in our most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. We do not assume any obligation to update any forward-looking statements except as required by law. 

Source: Evaxion Biotech


FAQ

What is the pricing of the public offering announced by Evaxion Biotech A/S?

The public offering includes 3,750,000 of its American Depositary Shares (ADSs) and warrants to purchase up to 3,750,000 ADSs at a combined public offering price of $4.00 per ADS.

Who is participating in the offering along with Evaxion Biotech A/S?

MSD Global Health Innovation Fund, a shareholder since December 2023, is also participating in this offering.

What is the exercise price of the warrants in the offering?

The warrants will have an exercise price of $4.00 per ADS and will be exercisable immediately upon issuance.

How many ordinary shares does each ADS represent?

Each ADS represents ten ordinary shares of the Company.

When is the closing of the offering expected to occur?

The closing of the offering is expected to occur on or before a specified date.

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