EDINBURGH, Scotland, May 6, 2024
/PRNewswire/ -- TC BioPharm (Holdings) plc ("TC BioPharm" or the
"Company") (NASDAQ: TCBP), a clinical stage biotechnology company
developing platform allogeneic gamma-delta T cell therapies for
cancer, today announced the entry into a definitive agreement for
the immediate exercise of certain outstanding warrants to purchase
up to an aggregate of 1,750,000 of the Company's American
Depositary Shares (the "ADSs") originally issued in December 2023 with an exercise price of £1.5814
per ADS and a term of five years. Each ADS represents twenty
ordinary shares of the Company. The gross proceeds to the Company
from the exercise of the warrants are expected to be approximately
£3.1 million, prior to deducting placement agent fees and estimated
offering expenses.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
In consideration for the immediate exercise of the warrants for
cash and the payment of £0.099625 (US$0.125) per new warrant, the Company will
issue new unregistered warrants to purchase up to 3,500,000 shares
of common stock. The new warrants will have an exercise price of
£1.175 per ADS, will be immediately exercisable upon issuance and
will have a term of forty-two months from the issuance date.
The offering is expected to close on or about May 8, 2024, subject to satisfaction of customary
closing conditions. The Company intends to use the net proceeds
from this offering to support its upcoming clinical trial focusing
on relapse/refractory Acute Myeloid Leukemia, and for continuing
operating expenses and working capital.
The new 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 underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the new warrants issued in the private placement and
the ADSs underlying the new 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. The Company has agreed to file a
registration statement with the SEC covering the resale of the
shares of common stock issuable upon exercise of the new
warrants.
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 TC BioPharm (Holdings) PLC
TC BioPharm is a clinical-stage biopharmaceutical company
focused on the discovery, development and commercialization of
gamma-delta T cell therapies for the treatment of cancer with human
efficacy data in acute myeloid leukemia. Gamma-delta T cells are
naturally occurring immune cells that embody properties of both the
innate and adaptive immune systems and can intrinsically
differentiate between healthy and diseased tissue. TC BioPharm uses
an allogeneic approach in both unmodified and CAR modified
gamma-delta T cells to effectively identify, target and eradicate
both liquid and solid tumors in cancer. TC BioPharm is the leader
in developing gamma-delta T cell therapies, and the first company
to conduct phase II/pivotal clinical studies in oncology. The
Company is conducting two investigator-initiated clinical trials
for its unmodified gamma-delta T cell product line - Phase
2b/3 pivotal trial for OmnImmune® in
treatment of acute myeloid leukemia using the Company's proprietary
allogeneic CryoTC technology to provide frozen product to clinics
worldwide. TC BioPharm also maintains a robust pipeline for future
indications in solid tumors as well as a significant IP/patent
portfolio in the use of CARs with gamma-delta T cells and owns our
manufacturing facility to maintain cost and product quality
controls.
Forward-Looking Statements
This press release may contain statements of a forward-looking
nature relating to future events, including, but not limited to,
statements relating to closing of the offering, the satisfaction of
closing conditions of the offering, the expected gross proceeds
from the offering and statements regarding the anticipated use of
proceeds from the offering. These forward-looking statements are
subject to the inherent uncertainties in predicting future results
and conditions. These statements reflect our current beliefs, and a
number of important factors could cause actual results to differ
materially from those expressed in this press release. We undertake
no obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise.
The reference to the website of TC BioPharm has been provided as a
convenience, and the information contained on such website is not
incorporated by reference into this press release.
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SOURCE TC BioPharm