PolarityTE, Inc. (NASDAQ:PTE), a biotechnology company developing regenerative tissue products and biomaterials, announced today that it has entered into securities purchase agreements with a single healthcare-focused institutional investor for the purchase and sale of 1,584,159 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.525 per share in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, PolarityTE also agreed to issue and sell to the investor 1,584,159 shares of common stock (or pre-funded warrants in lieu thereof) at the same purchase price as in the registered direct offering. In addition, the Company agreed to issue to the investor in the offerings unregistered preferred investment options (the "investment options") to purchase up to an aggregate of 3,168,318 shares of common stock. The unregistered investment options will be exercisable immediately upon issuance at an exercise price of $2.40 per share and will expire five years from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
The aggregate gross proceeds to the Company of both offerings are expected to be approximately $8.0 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for general corporate purposes and working capital, including among other things, capital expenditures and research and development expenses.
The registered direct offering and private placement are expected to close on or about June 8, 2022, subject to the satisfaction of customary closing conditions.
The shares of common stock, pre-funded warrants and shares of common stock underlying the pre-funded warrants (but excluding the shares of common stock and pre-funded warrants in the private placement and the investment options and the shares of common stock underlying the investment options) are being offered by PolarityTE pursuant to a "shelf" registration statement on Form S-3 (File No. 333-262671) previously filed with the U.S. Securities and Exchange Commission ("SEC") on February 11, 2022, and declared effective by the SEC on April 7, 2022. Such securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Alternatively, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at firstname.lastname@example.org or by phone at (646) 975-6996.
The unregistered shares of common stock, pre-funded warrants, and investment options described above were 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 shares of common stock underlying such pre-funded warrants and investment options, have not been registered under the Act or applicable state securities laws. Accordingly, the shares, the pre-funded warrants, the investment options, and the shares of common stock underlying the pre-funded warrants and investment options may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to an accredited investor. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares of common stock and the shares issuable upon exercise of the unregistered pre-funded warrants and investment options.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any 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.