TNXP - Tonix Pharmaceuticals Announces Registered Direct Offering of up to $144 Million | Benzinga
Led by healthcare-focused institutional investors.
$30 million financing upfront with up to an additional $114 million tied to the exercise of warrants.
CHATHAM, N.J., Dec. 20, 2023 (GLOBE NEWSWIRE) -- Tonix Pharmaceuticals Holding Corp. (NASDAQ:TNXP), a biopharmaceutical company with marketed products and a pipeline of development candidates, today announced that the Company has signed securities purchase agreements with certain healthcare-focused institutional investors that have agreed to provide up to $144 million in gross proceeds to Tonix through a registered direct offering that includes initial upfront funding of $30 million.
About the Registered Direct Offering
Pursuant to the securities purchase agreements, the Company has agreed to issue an aggregate of 54,054,054 shares of common stock (or prepaid warrants) and two series of registered warrants to purchase an aggregate of 162,162,162 shares of common stock for a purchase price of $0.555 per share and associated warrants (less $0.0001 in the case of prepaid warrants). The Series C warrants are exercisable at $0.555 per share and the Series D warrants are exercisable at $0.85 per share as follows:
- Series C warrants for an aggregate cash exercise price of approximately $45 million, exercisable until the earlier of two years from the initial exercisable date and 10 trading days following notice by the Company to the warrant holder of the Company's public announcement of the U.S. Food and Drug Administration's acknowledgement and acceptance of the Company's new drug application relating to TNX-102 SL in patients with Fibromyalgia;
- Series D warrants for an aggregate cash exercise price of approximately $69 million exercisable for five years from the initial exercisable date.
Neither the Series C nor the Series D warrants shall be exercisable until the Company receives shareholder approval authorizing the exercise of such warrants.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
The closing of the offering is expected to occur on December 22, 2023, subject to customary closing conditions.
Tonix currently intends to use the net proceeds from the offering for the preparation of their new drug application relating to TNX-102 SL in patients with fibromyalgia, as well as working capital and general corporate purposes. For further information, please see the Company's current report on Form 8-K to be filed with ...