Upon the achievement of certain milestones
accelerating the warrants' expiration date, AcelRx may receive an
additional $16.3 million of gross
proceeds if the common warrants are exercised in full
HAYWARD,
Calif., July 18, 2023 /PRNewswire/ -- AcelRx
Pharmaceuticals, Inc. (Nasdaq: ACRX), ("AcelRx" or the "Company"),
a specialty pharmaceutical company focused on the development and
commercialization of innovative therapies for use in medically
supervised settings, today announced that it has entered into a
definitive agreement for the purchase and sale of an aggregate of
5,340,591 shares of common stock, at a purchase price of
$1.36 per share of common stock, and
pre-funded warrants to purchase 2,012,356 shares of common stock at
a purchase price of $1.359 per
pre-funded warrant (the "Pre-Funded Warrants"). The exercise
price of the Pre-Funded Warrants is $0.001 per share. Each share of common
stock and Pre-Funded Warrant is accompanied by a Series A common
warrant and a Series B common warrant to purchase up to an equal
number of shares of common stock. The Series A common warrants are
exercisable for 7,352,947 shares of common stock and the Series B
common warrants are exercisable for 7,352,947 shares of common
stock (the Series A common warrants and the Series B common
warrants are collectively, the "Warrants"). The Warrants have an
exercise price of $1.11 per share,
are immediately exercisable upon issuance, and expire five years
from the date of issuance; provided that such expiration date will,
upon the public announcement by the Company of the occurrence of
certain milestone events, be accelerated to the date that is 45
days following the date of such public announcement. The
private placement was priced "at-the-market" under the rules and
regulations of The Nasdaq Stock Market LLC. The private
placement is expected to close on or about July 20, 2023, subject to the satisfaction of
customary closing conditions.
"We are pleased to attract several new healthcare-focused
investors into AcelRx as we prepare to begin our single
registrational study for Niyad™ later this year and await the FDA's
feedback on our emergency use authorization," said Vince Angotti, CEO of AcelRx. "This capital
raise provides access to up to approximately $26.3 million, including the exercise of the
milestone affected warrants that were purchased by the investors to
fund the clinical study and our pre-commercialization
efforts. We're excited to demonstrate the potential benefits
of Niyad, which has received Breakthrough Designation from the FDA,
and has been used as the standard of care in Japan and South
Korea for decades," continued Vince
Angotti.
The gross proceeds to the Company from the private placement are
expected to be approximately $10
million, before deducting the placement agent's fees and
other offering expenses payable by the Company. The potential gross
proceeds from the Warrants, if fully exercised on a cash basis,
will be approximately $16.3 million.
No assurance can be given that any of the Warrants will be
exercised. The Company intends to use the net proceeds for working
capital and general corporate purposes, including general and
administrative expenses, research and development expenses and
capital expenditures.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the private placement.
The offer and sale of the securities described above are being
offered and sold 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 have not been registered under the
Act, or applicable state securities laws. Accordingly, such
securities 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.
The Company has agreed to file a registration statement under
the Act with the Securities and Exchange Commission (the "SEC"),
covering the resale of the shares of common stock to be issued in
the private placement and the shares of common stock underlying the
Pre-Funded Warrants and Warrants no later than 15 days following
the date of the definitive agreement, and to use reasonable best
efforts to have the registration statement declared effective as
promptly as practical thereafter, and in any event no later than 90
days following the date of the definitive agreement in the event of
a "full review" by the SEC.
This press release does not constitute an offer to sell or the
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 an offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About AcelRx Pharmaceuticals, Inc.
AcelRx Pharmaceuticals, Inc. is a specialty pharmaceutical
company focused on the development and commercialization of
innovative therapies for use in medically supervised settings.
AcelRx's lead product candidate, Niyad, is a lyophilized
formulation of nafamostat and is currently being studied under an
investigational device exemption ("IDE"), as an anticoagulant for
the extracorporeal circuit, and has received Breakthrough Device
Designation Status from the U.S. Food and Drug Administration.
AcelRx is also developing two pre-filled syringes in-licensed from
its partner Aguettant: Fedsyra™, a pre-filled ephedrine syringe,
with an expected NDA filing in 2023, and PFS-02, a
pre-filled phenylephrine syringe with an expected NDA filing
in 2024. For additional information about AcelRx, please
visit www.acelrx.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Act and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements
pertaining to the Company's expectations regarding the completion
of the offerings, the satisfaction of customary closing conditions
related to the offerings, the intended use of proceeds from the
offerings in this press release constitute forward-looking
statements.
These statements may be identified by the use of forward-looking
expressions, including, but not limited to, "expect," "anticipate,"
"intend," "plan," "believe," "estimate," "potential," "predict,"
"project," "should," "would" and similar expressions and the
negatives of those terms. These statements relate to future events
or our financial performance and involve known and unknown risks,
uncertainties, and other factors, such as market and other
conditions, which may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Such factors include market conditions,
the ability of the Company to satisfy all conditions precedent to
the closing of the private placement, the completion of the private
placement, the ability of the Company to achieve certain milestone
events, and the exercise of the Warrants in connection with the
acceleration of the expiration date upon the achievement of such
milestone events, as well as those set forth in the Company's
annual, quarterly and current reports (i.e., Form 10-K, Form 10-Q
and Form 8-K) as filed or furnished with the SEC and any subsequent
public filings. Prospective investors are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date of this press release. The Company undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
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SOURCE AcelRx Pharmaceuticals, Inc.
