First Wave BioPharma Announces $4.0 Million Private Placement Priced At-The-Market under Nasdaq Rules

Rhea-AI Summary

First Wave BioPharma (NASDAQ: FWBI) announced a private placement agreement to issue 1,023,018 shares of common stock at $3.91 each, raising approximately $4.0 million before fees. The agreement includes warrants for an additional 2,046,036 shares at an exercise price of $3.66, valid for five years. The private placement is expected to close around March 15, 2023, subject to customary conditions. Proceeds will be used for working capital. The company plans to file a registration statement for resale of the shares with the SEC shortly. This offering adheres to SEC regulations, limiting sales to registered entities.

Positive

• Private placement anticipated to raise approximately $4.0 million.
• Warrants provide potential for future equity financing at $3.66 per share.

Negative

• The company will incur expenses related to the placement agent's fees.
• The securities offered are unregistered and may restrict future sales.

BOCA RATON, Fla., March 13, 2023 (GLOBE NEWSWIRE) -- First Wave BioPharma, Inc. ("First Wave BioPharma" or the “Company”) (NASDAQ: FWBI), a clinical-stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases, today announced that it has entered into a definitive agreement with a certain institutional investor for the issuance and sale of 1,023,018 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 2,046,036 shares of common stock at an offering price of $3.91 per share (or pre-funded warrant) and accompanying warrant, in a private placement priced at-the-market under Nasdaq rules. The warrants are exercisable immediately upon issuance, have a term of five years and an exercise price of $3.66 per share. The private placement is expected to close on or about March 15, 2023, subject to the satisfaction of customary closing conditions.  

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $4.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital purposes.

The securities offered in the private placement and described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements.

The Company has agreed to file a registration statement with the SEC covering the resale of the shares of the common stock and the shares of common stock underlying the warrants in the private placement no later than the earlier of (i) thirty days following the date of the agreement or (ii) five days following the date the Company files its annual report with the SEC.

This press release does not constitute an offer to sell or the 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About First Wave BioPharma, Inc.
First Wave BioPharma is a clinical-stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases. The Company is currently advancing a therapeutic development pipeline with multiple clinical stage programs built around its two proprietary technologies – the biologic adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients, and niclosamide, an oral small molecule with anti-inflammatory properties. First Wave is advancing two Phase 2 clinical programs built around adrulipase for the treatment of exocrine pancreatic insufficiency (FW-EPI) in patients with cystic fibrosis (CF) and chronic pancreatitis (CP). In developing adrulipase, First Wave is seeking to provide CF and CP patients with a safe and effective therapy to control EPI that is non-animal derived and offers the potential to dramatically reduce their daily pill burden. The company is also advancing multiple programs involving niclosamide, including FW-UP for ulcerative proctitis and ulcerative proctosigmoiditis, FW-UC for ulcerative colitis, and FW-CD for Crohn’s disease. First Wave BioPharma is headquartered in Boca Raton, Florida. For more information visit www.firstwavebio.com.

Forward-Looking Statements
This press release may contain certain statements relating to future results which are forward-looking statements. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including whether results obtained in preclinical and nonclinical studies and clinical trials will be indicative of results obtained in future clinical trials; whether preliminary or interim results from a clinical trial will be indicative of the final results of the trial; whether the Company will be able to maintain compliance with Nasdaq’s continued listing criteria and the effect of a delisting from Nasdaq on the market for the Company’s securities; the size of the potential markets for the Company’s drug candidates and its ability to service those markets; the effects of the First Wave Bio, Inc. acquisition, the related settlement and their effect on the Company’s business, operating results and financial prospects; and the Company’s current and future capital requirements and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” as well as the Company’s subsequent filings with the Securities and Exchange Commission. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

For more information:
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Phone: (561) 589-7020
info@firstwavebio.com

Media contact:
Tiberend Strategic Advisors, Inc.
David Schemelia
(609) 468-9325
dschemelia@tiberend.com
Bill Borden
(732) 910-1620
bborden@tiberend.com 

FAQ

What is the latest news about First Wave BioPharma (FWBI) as of March 2023?

First Wave BioPharma announced a private placement of common stock expected to raise about $4.0 million.

How many shares is First Wave BioPharma selling in the private placement?

The company is selling 1,023,018 shares of common stock in the private placement.

What is the exercise price for the warrants included in First Wave BioPharma's offering?

The exercise price for the warrants is set at $3.66 per share.

When is the expected closing date for First Wave BioPharma's private placement?

The private placement is expected to close on or about March 15, 2023.

What will First Wave BioPharma use the funds from the private placement for?

The company intends to use the net proceeds for working capital purposes.