Purple Biotech Ltd. (“Purple Biotech” or “the Company”)
(NASDAQ/TASE: PPBT), a clinical-stage company developing
first-in-class therapies that harness the power of the tumor
microenvironment to overcome tumor immune evasion and drug
resistance, today announced that it has entered into a definitive
agreement for the purchase and sale of 4,347,827 of the Company’s
American Depositary Shares (“ADSs”) (or ADS equivalents), each ADS
representing 10 ordinary shares, at a purchase price of $1.15 per
ADS (or ADS equivalent), in a registered direct offering. In
addition, in a concurrent private placement, the Company will issue
unregistered warrants to purchase up to 4,347,827 ADSs. The
warrants will have an exercise price of $1.25 per ADS and will be
immediately exercisable upon issuance for a period of five and
one-half years. The closing of the offering is expected to occur on
or about October 19, 2023, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds to the Company from the
offering are expected to be approximately $5 million, before
deducting the placement agent’s fees and other offering expenses
payable by the Company. Purple Biotech intends to use the net
proceeds from the offering to fund the development of its oncology
therapeutic candidates and for general working capital and
corporate purposes.
The ADSs (or ADS equivalents) described above
(but not the unregistered warrants and the ADSs issuable
thereunder) are being offered by Purple Biotech pursuant to a
“shelf” registration statement on Form F-3 (File No. 333-268710)
previously filed with the Securities and Exchange Commission (the
“SEC”) on December 8, 2022 and declared effective by the SEC on May
22, 2023. The offering of the ADSs (or ADS equivalents) in the
registered direct offering 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 http://www.sec.gov 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
placements@hcwco.com.
The unregistered 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 representing
ordinary shares underlying such unregistered warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and the ADSs underlying the unregistered
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.
In connection with the offering, the Company
also has agreed to amend certain existing warrants to purchase up
to an aggregate of 631,556 of the Company’s ADSs that were
previously issued in June 2020 and June 2018 at exercise prices of
$9.00 to $28.00 per ADS, respectively, such that effective upon the
closing of the offering the amended warrants will have a reduced
exercise price of $1.25 per ADS and will expire five and one-half
years from the closing of the offering.
This press release shall not constitute an offer
to sell or a 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 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 Purple Biotech
Purple Biotech Ltd. (NASDAQ/TASE: PPBT) is a
clinical-stage company developing first-in-class therapies that
seek to overcome tumor immune evasion and drug resistance. The
Company’s oncology pipeline includes NT219, CM24 and IM1240. NT219
is a dual inhibitor, novel small molecule that simultaneously
targets IRS1/2 and STAT3. In a Phase 1/2 study of NT219, the
Company is currently advancing it in a dose escalation as a
monotherapy treatment of solid tumors, and in a dose escalation in
combination with cetuximab for the treatment of recurrent and
metastatic squamous cell carcinoma of the head and neck (SCCHN) or
colorectal adenocarcinoma (CRC). These studies will be followed by
an expansion phase of NT219 at its recommended Phase 2 level in
combination with cetuximab in patients with recurrent and
metastatic SCCHN. CM24 is a humanized monoclonal antibody that
blocks CEACAM1, an immune checkpoint protein that supports tumor
immune evasion and survival through multiple pathways. The Company
is advancing CM24 as a combination therapy with anti-PD-1
checkpoint inhibitors in a Phase 2 study for the treatment of
pancreatic ductal adenocarcinoma (PDAC). The Company has entered
into a clinical collaboration agreement with Bristol Myers Squibb
for the Phase 2 clinical trials to evaluate the combination of CM24
with the PD-1 inhibitor nivolumab in addition to chemotherapy.
IM1240 is a preclinical, conditionally-activated tri-specific
antibody that engages both T cells and NK cells to mount a strong,
localized immune response within the tumor microenvironment. The
third arm specifically targets the Tumor Associated Antigen (TAA)
5T4 that is expressed in a variety of solid tumors and is
correlated with advanced disease, increased invasiveness and poor
clinical outcomes. IM1240 has a cleavable capping technology that
confines the compound’s therapeutic activity to the local tumor
microenvironment, and thereby potentially increases the anticipated
therapeutic window in patients. The Company’s corporate
headquarters are located in Rehovot, Israel. For more information,
please visit https://purple-biotech.com/.
Forward-Looking Statements and Safe Harbor
Statement
Certain statements in this press release that
are forward-looking and not statements of historical fact are
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include, but are not limited to,
statements that are not statements of historical fact, and may be
identified by words such as “believe”, “expect”, “intend”, “plan”,
“may”, “should”, “could”, “might”, “seek”, “target”, “will”,
“project”, “forecast”, “continue” or “anticipate” or their
negatives or variations of these words or other comparable words or
by the fact that these statements do not relate strictly to
historical matters. Examples of such statements include, but are
not limited to, statements regarding the completion of the
offering, the satisfaction of customary closing conditions related
thereto and the intended use of net proceeds therefrom. You should
not place undue reliance on these forward-looking statements, which
are not guarantees of future performance. Forward-looking
statements reflect our current views, expectations, beliefs or
intentions with respect to future events, and are subject to a
number of assumptions, involve known and unknown risks, many of
which are beyond our control, as well as uncertainties and other
factors that may cause our actual results, performance or
achievements to be significantly different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause or
contribute to such differences include, among others, risks
relating to: market and other conditions; the plans, strategies and
objectives of management for future operations; product development
for NT219, CM24 and IM1240; the process by which such early stage
therapeutic candidates could potentially lead to an approved drug
product is long and subject to highly significant risks,
particularly with respect to a joint development collaboration; the
fact that drug development and commercialization involves a lengthy
and expensive process with uncertain outcomes; our ability to
successfully develop and commercialize our pharmaceutical products;
the expense, length, progress and results of any clinical trials;
the impact of any changes in regulation and legislation that could
affect the pharmaceutical industry; the difficulty in receiving the
regulatory approvals necessary in order to commercialize our
products; the difficulty of predicting actions of the U.S. Food and
Drug Administration or any other applicable regulator of
pharmaceutical products; the regulatory environment and changes in
the health policies and regimes in the countries in which we
operate; the uncertainty surrounding the actual market reception to
our pharmaceutical products once cleared for marketing in a
particular market; the introduction of competing products; patents
obtained by competitors; dependence on the effectiveness of our
patents and other protections for innovative products; our ability
to obtain, maintain and defend issued patents; the commencement of
any patent interference or infringement action against our patents,
and our ability to prevail, obtain a favorable decision or recover
damages in any such action; and the exposure to litigation,
including patent litigation, and/or regulatory actions, and other
factors that are discussed in our Annual Report on Form 20-F for
the year ended December 31, 2022 and in our other filings with the
U.S. Securities and Exchange Commission (“SEC”), including our
cautionary discussion of risks and uncertainties under “Risk
Factors” in our Registration Statements and Annual Reports. These
are factors that we believe could cause our actual results to
differ materially from expected results. Other factors besides
those we have listed could also adversely affect us. Any
forward-looking statement in this press release speaks only as of
the date which it is made. We disclaim any intention or obligation
to publicly update or revise any forward-looking statement or other
information contained herein, whether as a result of new
information, future events or otherwise, except as required by
applicable law. You are advised, however, to consult any additional
disclosures we make in our reports to the SEC, which are available
on the SEC’s website, https://www.sec.gov.
CONTACTS:
Company Contact:
Lior FhimaChief Financial OfficerIR@purple-biotech.com
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