On May 6, 2024 Plus Therapeutics, Inc. (Nasdaq: PSTV) (the "Company"), a clinical-stage pharmaceutical company developing targeted radiotherapeutics with advanced platform technologies for central nervous system (CNS) cancers, reported that it has entered into a securities purchase agreement with new institutional investors and Company insiders to raise up to approximately $18 million in gross proceeds, including initial upfront funding of approximately $6.5 million, and up to an additional approximately $11.5 million upon cash exercise of accompanying warrants at the election of the investors (Press release, Plus Therapeutics, MAY 6, 2024, View Source [SID1234642695]).
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The financing includes participation from AIGH Capital Management LLC with additional participation from new healthcare-focused institutional investors as well as certain Company insiders.
"The capital from this transaction, funded by experienced institutional investors and insiders, in conjunction with existing cash and grant support, provides the company with up to approximately $34 million in cash runway, assuming full exercise of the warrants, to support achievement of our corporate objectives," said Marc Hedrick, M.D. President and CEO.
Pursuant to terms of the securities purchase agreement, the Company will issue up to an aggregate of 3,238,627 shares of its common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to an aggregate of 6,477,254 shares of its common stock at a combined purchase price of $2.022 per share and accompanying warrants, in accordance with the "Minimum Price" requirement as defined in the Nasdaq rules. The accompanying warrants will consist of two series:
Series A warrants to purchase up to an aggregate of 3,238,627 shares of common stock at an exercise price of $1.772 per share for an aggregate of up to approximately $5.7 million and will be exercisable until the five-year anniversary of closing of the financing.
Series B warrants to purchase up to 3,238,627 shares of common stock at an exercise price of $1.772 per share for an aggregate of up to approximately $5.7 million. The Series B warrants will be exercisable until the one-year anniversary of the effectiveness of a registration statement covering the resale of shares of common stock underlying the Series B warrants.
In lieu of shares of common stock, certain investors are purchasing pre-funded warrants at a combined purchase price of $2.021 per pre-funded warrant and accompanying warrants, which equals the purchase price per share of common stock and accompanying warrant, less the $0.001 per share exercise price of each pre-funded warrant. The private placement is expected to close on or about May 8, 2024, subject to satisfaction of customary closing conditions.
The Company intends to use the upfront net proceeds from the private placement for general corporate purposes and to fund the Re-SPECT LM clinical development program.
This offer and sale of the foregoing securities are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities 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. The Company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock purchased in the financing and shares of common stock underlying the warrants.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.