First Wave BioPharma, Inc. Announces Closing of $9 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

First Wave BioPharma, Inc. (NASDAQ: FWBI) announced the successful closing of its registered direct offering, selling 6,498,195 shares of common stock and warrants, yielding approximately $9 million in gross proceeds. The offering was priced at $1.385 per share, with warrants exercisable at $1.26. Proceeds will support the acquisition of First Wave Bio, Inc. and fund product manufacturing, clinical development, and general corporate purposes. The transaction was facilitated by H.C. Wainwright & Co. and is structured under an effective Form S-3 registration with the SEC.

Positive

• Gross proceeds of approximately $9 million will aid in the acquisition of First Wave Bio, Inc.
• Funding will also support clinical development and manufacturing efforts.

Negative

• Potential shareholder dilution due to the issuance of new shares and warrants.

BOCA RATON, Fla., March 02, 2022 (GLOBE NEWSWIRE) -- First Wave BioPharma, Inc. (NASDAQ: FWBI) (the “Company”), a clinical stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal diseases, announced today the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules of 6,498,195 shares of its common stock (or common stock equivalents in lieu thereof) and five-year warrants to purchase up to an aggregate of 6,498,195 shares of common stock at an exercise price of $1.26 per share, at an effective purchase price of $1.385 per share and accompanying warrant.

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

In connection with the offering, the Company also amended certain warrants to purchase an aggregate of 1,459,593 shares of common stock of the Company that were previously issued in January 2021 and March 2021 to the purchaser of the securities sold in the offering to reduce the exercise price of the warrants to $1.26 per share and to extend the term of the warrants to March 2, 2027 in consideration of a cash payment of $0.0281 per share underlying the amended warrants.

The gross proceeds from the offering were approximately $9 million. The Company intends to use the net proceeds from the offering to pay a portion of the cash purchase price for its acquisition of First Wave Bio, Inc. and for other general corporate purposes, which may include product manufacturing, clinical development and/or increases in working capital.

The offering was made by the Company pursuant to a “shelf” registration on Form S-3 (File No. 333-256476) (including a base prospectus) with the Securities and Exchange Commission (“SEC”), which was declared effective on June 2, 2021. The offering was 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 base prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website, located at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus for the offering may also be obtained by contacting H.C. Wainwright & Co., LLC, at 430 Park Ave., New York, New York 10022, by telephone at (212) 856-5711, or by email at placements@hcwco.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, 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 First Wave BioPharma, Inc.

First Wave BioPharma, Inc. 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 – niclosamide, an oral small molecule with anti-viral and anti-inflammatory properties, and the biologic adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients. First Wave BioPharma, Inc.’s niclosamide portfolio is led by two clinical programs in Phase 2 clinical trials: FW-COV for COVID-19 gastrointestinal infections and FW-UP for ulcerative proctitis (UP) and ulcerative proctosigmoiditis. Three additional indications of niclosamide, include FW-ICI-AC, for Grade 1 and Grade 2 Immune Checkpoint Inhibitor-associated colitis and diarrhea in advanced oncology patients, FW-UC (ulcerative colitis) and FW-CD (Crohn’s disease). The Company is also advancing FW-EPI (adrulipase) for the treatment of exocrine pancreatic insufficiency (EPI) in patients with cystic fibrosis and chronic pancreatitis. First Wave BioPharma, Inc. 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. These forward-looking statements are subject to risks and uncertainties including, among other things, the intended use of proceeds from the registered direct offering. 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 risks and uncertainties related to market conditions 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; 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 and its announcement on the Company’s business, operating results and financial prospects; the integration of the First Wave Bio, Inc. business with the Company’s own business; 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, 2020 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

FAQ

What is the purpose of the registered direct offering by FWBI?

The offering aims to raise approximately $9 million to finance the acquisition of First Wave Bio, Inc. and support clinical development and manufacturing.

What are the details of the share and warrant offering by FWBI?

FWBI sold 6,498,195 shares of common stock at an effective price of $1.385 per share, along with warrants for an equal number of shares with an exercise price of $1.26.

How does the new offering affect existing shareholders of FWBI?

Existing shareholders may face dilution due to the increase in shares outstanding from the offering.

Who acted as the placement agent for FWBI's offering?

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