On February 3, 2023 Ensysce Biosciences, Inc. (NASDAQ:ENSC) (the "Company"), a clinical-stage biotech company applying transformative chemistry to improve prescription drug safety to reduce abuse and overdose, reported that it has entered into a definitive agreement for the purchase and sale of 3,571,431 shares of the Company’s common stock at a purchase price of $0.84 per share of common stock in a registered direct offering priced at-the-marked under Nasdaq rules (Press release, Ensysce Biosciences, FEB 3, 2023, View Source [SID1234626823]).

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In addition, in a concurrent private placement, the Company will issue warrants to purchase up to 3,571,431 shares of common stock. The warrants have an exercise price of $0.715 per share, are exercisable immediately following issuance and will have a term of five and one-half years from the issuance date.

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

The closing of the offering is expected to occur on or about February 6, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from this offering are expected to be approximately $3 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 general corporate purposes, which may include funding capital expenditures and working capital and repaying indebtedness.

The shares of common stock described above (but not the warrants issued in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-269157) previously filed with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on January 17, 2023. The offering of the shares of common stock is 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 prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock 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.

This press release shall not constitute an offer to sell or a 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.

On February 3, 2023 Coherus BioSciences, Inc. ("Coherus" or the "Company", Nasdaq: CHRS), reported that effective February 1, 2023, the compensation committee of the Company’s board of directors granted options to purchase an aggregate of 22,500 shares of the common stock of the Company to three newly hired employees with a per share exercise price of $8.65, the closing trading price on the grant date (Press release, Coherus Biosciences, FEB 3, 2023, View Source [SID1234626822]).

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The stock options were granted pursuant to the Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan, which was approved by the Company’s board of directors in June 2016 under Rule 5635(c)(4) of the Nasdaq Global Select Market for equity grants to induce new employees to enter into employment with the Company.

On February 3, 2023 Avalo Therapeutics, Inc. (Nasdaq: AVTX) ("Avalo") reported that it has commenced a proposed underwritten public offering of shares of its common stock and warrants to purchase shares of its common stock (Press release, Avalo Therapeutics, FEB 3, 2023, View Source [SID1234626821]). All of the shares and warrants in the proposed offering are to be sold by Avalo. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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SVB Securities and RBC Capital Markets are acting as joint bookrunning managers for the offering.

The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-254000) that was declared effective by the Securities and Exchange Commission (the "SEC") on March 19, 2021. The offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website, located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering, when available, may also be obtained from SVB Securities LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by phone at (800) 808-7525, ext. 6105, or by email at [email protected]; or RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822- 4089 or by email at [email protected].

The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

On February 3, 2023 Vyant Bio, Inc. ("Vyant Bio" or "Company") (Nasdaq: VYNT) is an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders (Press release, Vyant Bio, FEB 3, 2023, View Source [SID1234626820]). The Company’s proprietary central nervous system ("CNS") drug discovery platform combines human-derived organoid models of brain disease, scaled biology, and machine learning. Vyant Bio, reported that on January 31, 2023 its Board of Directors determined it was appropriate to conduct a reduction in force as soon as practical so as to preserve cash to allow the Company, through its advisors including LifeSci Capital, to continue to pursue satisfactory strategic alternative transactions and/or execute an orderly wind down of the Company, if necessary.

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John A. Roberts, President and Chief Executive Officer and Robert T. Fremeau, Jr. Ph.D., Chief Scientific Officer agreed in principle with the Company to step down from their respective positions, effective as of February 3, 2023, to preserve cash for the execution of an orderly wind down process. Mr. Roberts will remain a member of the Board of Directors of the Company.

The Company’s Board of Directors has appointed Andrew D. C. LaFrence, currently the Company’s Chief Financial Officer, to assume the position of President and Chief Executive Officer to lead the Company through this period of transition.

"The Company’s Board and Management believe that it is prudent to allow time for LifeSci Capital to continue its mandate of exploring potential strategic transactions while providing for prudent cash management in the event strategic alternatives fail to materialize and an orderly wind down of the Company’s operations becomes necessary," said Andy LaFrence, Chief Financial Officer of Vyant Bio."

The Company’s decision to potentially pursue other strategic alternatives to unlock material value is based on its belief that its stock price does not reflect the fundamental value of the business. On January 4, 2023, the Company announced it had engaged LifeSci Capital to assist the Board in evaluating potential strategic options. To arrange a time to meet with the management team, please contact Hany Awadalla at LifeSci Capital at [email protected].

On February 3, 2023 As previously disclosed by Aceragen, Inc. (formerly known as Idera Pharmaceuticals, Inc.) ("Aceragen," the "Company," "we," "us," and "our"), reported in its Current Report on Form 8-K filed on September 30, 2022, the Company is party to that certain binding term sheet (the "Term Sheet") entered into with certain former stockholders of Arrevus, Inc. (the "Former Stockholders"), under which Aceragen and the Former Stockholders agreed to defer certain payments owed by Aceragen to the Former Stockholders (Filing, 8-K, Aceragen, FEB 3, 2023, View Source [SID1234626819]). Pursuant to the terms of the Term Sheet, on January 31, 2023, the Company issued 12% convertible unsecured promissory notes (the "Convertible Notes") to the Former Stockholders in an aggregate amount of approximately $5.896 million.

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The Convertible Notes bear annual interest at 12%. Under the terms of the Convertible Notes, at the holder’s election, any or all of the then outstanding principal and accrued interest may be converted into shares of Company’s common stock, par value $0.001 per share (the "Common Stock") using a conversion price determined by the VWAP (as defined in the Convertible Notes) on the applicable trading market for the fifteen consecutive trading days ending prior to the date the holder provides notice of their intent to convert. The terms of the Convertible Notes provide the Former Stockholders with customary registration rights covering the Common Stock issued following any conversion of the Convertible Notes.

The foregoing description of the Convertible Notes does not purport to be a complete and is qualified in its entirety by reference to the full text of the Convertible Note, filed herewith as Exhibit 4.1, which is incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

The Convertible Notes were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. The foregoing issuances did not involve a public offering and were made only to persons whom the Company believed were accredited investors.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 3, 2023, the Company announced that Bryant D. Lim will be leaving his role as Senior Vice President, Chief Business Officer and General Counsel of the Company, effective February 17, 2023, to pursue another opportunity.