Teknova Announces Up to $22.9 Million Concurrent Registered Direct Offering and Private Placement
18 Settembre 2023 - 2:00PM
Alpha Teknova, Inc. (“Teknova”) (Nasdaq: TKNO), a leading producer
of critical reagents for the research, development, and
commercialization of novel therapies, vaccines, and molecular
diagnostics, today announced that it has entered into definitive
agreements for the issuance and sale of an aggregate of up to
1,086,485 of its shares of common stock in a registered direct
offering at a purchase price of $1.85 per share. In a concurrent
private placement, Teknova has also agreed to issue and sell an
aggregate of up to 11,299,993 of its shares of common stock, at the
same purchase price of $1.85 per share as in the registered direct
offering. The registered direct offering and the private placement
were priced based on the consolidated closing bid price under
Nasdaq rules.
The offerings are expected to close on or about
September 19, 2023, subject to the satisfaction of customary
closing conditions. The gross proceeds to Teknova from the
concurrent offerings are expected to be up to approximately $22.915
million, before deducting offering expenses payable by Teknova.
Teknova currently intends to use the net proceeds from the
offerings for general corporate purposes (including for the
repayment of a portion of Teknova’s outstanding debt
obligations).
The securities offered in the registered direct
offering (but excluding the securities offered in the private
placement) are being offered and sold by Teknova pursuant to a
“shelf” registration statement on Form S-3 (Registration No.
333-265987), including a base prospectus, previously filed with the
Securities and Exchange Commission (the “SEC”) on July 1, 2022 and
declared effective by the SEC on July 12, 2022. The offering of the
securities to be issued in the registered direct offering is being
made only by means of a prospectus supplement that forms a part of
the registration statement. A final prospectus supplement and an
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC’s website located at http://www.sec.gov.
The offer and sale of the securities in the
private placement described above are being made in transactions
not involving a public offering and have not been registered
pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and/or Rule 506(b) of Regulation D
promulgated thereunder and have not been registered under the
Securities Act or applicable state securities laws. Accordingly,
the securities in the private placement may not be reoffered or
resold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws.
Teknova has agreed to file an initial
registration statement with the SEC covering the resale of the
securities to be issued in the private placement no later than 45
days following the date of the definitive agreement and to use
commercially reasonable efforts to have the registration statement
declared effective as promptly as practical thereafter, and in any
event no later than 120 days after the date of the definitive
agreement in the event of a “full review” by the SEC.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, 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 the registration or qualification under the
securities laws of any such state or jurisdiction.
About Teknova
Teknova makes solutions possible. Since 1996,
Teknova has been innovating the manufacture of critical reagents
for the life sciences industry to accelerate the discovery and
development of novel therapies that will help people live longer,
healthier lives. We offer fully customizable solutions for every
stage of the workflow, supporting industry leaders in cell and gene
therapy, molecular diagnostics, and synthetic biology. Our fast
turnaround of high-quality agar plates, microbial culture media,
buffers and reagents, and water helps our customers scale
seamlessly from RUO to GMP. Headquartered in Hollister, California,
with over 200,000 square feet of state-of-the-art facilities,
Teknova’s modular manufacturing platform was designed by our team
of scientists, engineers, and quality control experts to
efficiently produce the foundational ingredients for the discovery
and commercialization of novel therapies.
Forward-Looking Statements
Statements in this press release about future
expectations, plans and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute
“forward-looking statements.” These statements include, but are not
limited to, Teknova’s expectations regarding the completion of the
offerings, the satisfaction of customary closing conditions related
to the offerings, the timing of filing and effectiveness of any
registration statement and the anticipated use of proceeds from the
offerings. The words, without limitation, “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these or similar identifying words. These
forward-looking statements are based on management’s current
expectations and beliefs and are subject to uncertainties and
factors, all of which are difficult to predict and many of which
are beyond Teknova’s control and could cause actual results to
differ materially and adversely from those described in the
forward-looking statements. These risks and uncertainties include,
but are not limited to, risks and uncertainties associated with
market conditions and the satisfaction of customary closing
conditions related to the offerings; demand for Teknova’s products
(including the potential delay or pausing of customer orders);
Teknova’s assessment of fundamental indicators of future demand
across its target customer base; Teknova’s ability to expand its
production, commercial, and research and development capabilities;
Teknova’s cash flows and revenue growth rate; Teknova’s supply
chain, sourcing, manufacturing and warehousing; inventory
management; risks related to global economic and marketplace
uncertainties, including those related to the impact of the
COVID-19 pandemic; reliance on a limited number of customers for a
high percentage of Teknova’s revenue; potential acquisitions and
integration of other companies; and other factors discussed in the
“Risk Factors” section of Teknova’s most recent periodic reports
filed with the Securities and Exchange Commission (“SEC”),
including in Teknova’s Annual Report on Form 10-K for the year
ended December 31, 2022 and subsequent Quarterly Reports on Form
10-Q filed with the SEC, all of which you may obtain for free on
the SEC’s website at www.sec.gov. Although Teknova believes that
the expectations reflected in its forward-looking statements are
reasonable, Teknova does not know whether its expectations will
prove correct. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof, even if subsequently made available by Teknova on its
website or otherwise. Teknova does not undertake any obligation to
update, amend or clarify these forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
Investor Contacts
Matt Lowell
Chief Financial Officer
matt.lowell@teknova.com
+1 831-637-1100
Sara Michelmore
MacDougall Advisors
smichelmore@macdougall.bio
+1 781-235-3060
Media Contact
Jennifer Henry
Senior Vice President, Marketing
jenn.henry@teknova.com
+1 831-313-1259
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