TC BioPharm Announces Exercise of Warrants for £3.1 Million Gross Proceeds

Rhea-AI Summary

TC BioPharm (Holdings) plc announced the exercise of warrants for £3.1 million gross proceeds. The Company entered into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase 1,750,000 of the Company's American Depositary Shares. The gross proceeds are expected to be approximately £3.1 million. In return for the exercise of the warrants, the Company will issue new unregistered warrants to purchase 3,500,000 shares of common stock. The offering is expected to close on May 8, 2024. The net proceeds will be used to support an upcoming clinical trial on Acute Myeloid Leukemia.

Insights

Financial Analyst

TC BioPharm's decision to exercise warrants for gross proceeds of £3.1 million indicates a strategic move to boost liquidity, likely to propel their upcoming clinical trial focused on Acute Myeloid Leukemia (AML). Given the specialized nature of this biotech firm's work in cancer therapy, this infusion funds could significantly affect their R&D capabilities and the speed at which they can bring treatments to trial. By issuing new warrants at a lower exercise price, they potentially broaden the investor base and extend the runway for operational financing. From a financial perspective, while such exercises may dilute current shareholder value, they reflect a positive cash inflow that, if managed properly, could lead to long-term value creation for investors. However, inherent risks in clinical trials could impact the future stock performance, depending on the outcomes of the trials.

Biotech Industry Analyst

The capital raise via warrant exercises by TC BioPharm should be eyed critically by investors in the biotech sector. The immediate cash boost is earmarked for a clinical trial in a high-impact disease area, suggesting a calculated alignment of funds to a core strategic initiative. In the competitive landscape of cancer therapeutics, the speed of development is crucial. This move may accelerate TC BioPharm's position in the gamma-delta T cell therapy space. However, investors should be cognizant of the potential for share dilution and the implications of the new warrant's terms on future capital structure. A successful trial could very well validate the technology platform and entice further investment, but the development timeline and regulatory hurdles present inherent risk factors to consider.

Clinical Research Analyst

The allocation of TC BioPharm's funds towards advancing a clinical trial in relapse/refractory Acute Myeloid Leukemia indicates a targeted strategy and commitment to addressing a critical unmet medical need. Gamma-delta T cell therapies represent an innovative approach in oncology and success in the trials could mark a significant advancement in treatment options. For stakeholders, the potential impact on patient care and market share in the oncology sector is substantial. However, clinical trials have variable outcomes and the results will determine the true value of this financial maneuver. Investors should weigh the therapeutic promise against the rigorous nature of trial progression and the long-term horizon typically required for such biotechnological innovations to reach market readiness.

EDINBURGH, Scotland, May 6, 2024 /PRNewswire/ -- TC BioPharm (Holdings) plc ("TC BioPharm" or the "Company") (NASDAQ: TCBP), a clinical stage biotechnology company developing platform allogeneic gamma-delta T cell therapies for cancer, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 1,750,000 of the Company's American Depositary Shares (the "ADSs") originally issued in December 2023 with an exercise price of £1.5814 per ADS and a term of five years. Each ADS represents twenty ordinary shares of the Company. The gross proceeds to the Company from the exercise of the warrants are expected to be approximately £3.1 million, prior to deducting placement agent fees and estimated offering expenses.

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

In consideration for the immediate exercise of the warrants for cash and the payment of £0.099625 (US$0.125) per new warrant, the Company will issue new unregistered warrants to purchase up to 3,500,000 shares of common stock. The new warrants will have an exercise price of £1.175 per ADS, will be immediately exercisable upon issuance and will have a term of forty-two months from the issuance date.

The offering is expected to close on or about May 8, 2024, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering to support its upcoming clinical trial focusing on relapse/refractory Acute Myeloid Leukemia, and for continuing operating expenses and working capital.

The new warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the new warrants issued in the private placement and the ADSs underlying the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.  The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

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 TC BioPharm (Holdings) PLC

TC BioPharm is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of gamma-delta T cell therapies for the treatment of cancer with human efficacy data in acute myeloid leukemia. Gamma-delta T cells are naturally occurring immune cells that embody properties of both the innate and adaptive immune systems and can intrinsically differentiate between healthy and diseased tissue. TC BioPharm uses an allogeneic approach in both unmodified and CAR modified gamma-delta T cells to effectively identify, target and eradicate both liquid and solid tumors in cancer. TC BioPharm is the leader in developing gamma-delta T cell therapies, and the first company to conduct phase II/pivotal clinical studies in oncology. The Company is conducting two investigator-initiated clinical trials for its unmodified gamma-delta T cell product line - Phase 2b/3 pivotal trial for OmnImmune® in treatment of acute myeloid leukemia using the Company's proprietary allogeneic CryoTC technology to provide frozen product to clinics worldwide. TC BioPharm also maintains a robust pipeline for future indications in solid tumors as well as a significant IP/patent portfolio in the use of CARs with gamma-delta T cells and owns our manufacturing facility to maintain cost and product quality controls.

Forward-Looking Statements

This press release may contain statements of a forward-looking nature relating to future events, including, but not limited to, statements relating to closing of the offering, the satisfaction of closing conditions of the offering, the expected gross proceeds from the offering and statements regarding the anticipated use of proceeds from the offering. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect our current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. The reference to the website of TC BioPharm has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

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SOURCE TC BioPharm

FAQ

How much are the gross proceeds from the exercise of warrants?

The gross proceeds from the exercise of warrants are approximately £3.1 million.

What is the purpose of the net proceeds from the offering?

The net proceeds from the offering will be used to support an upcoming clinical trial on relapse/refractory Acute Myeloid Leukemia, and for continuing operating expenses and working capital.

When is the offering expected to close?

The offering is expected to close on or about May 8, 2024, subject to satisfaction of customary closing conditions.

What type of warrants will be issued as part of the agreement?

New unregistered warrants to purchase up to 3,500,000 shares of common stock will be issued as part of the agreement.

Who is acting as the exclusive placement agent for the offering?

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