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Biora Therapeutics Announces Closing of $6 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

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Biora Therapeutics, Inc. (BIOR) successfully closed a registered direct offering of 5,454,548 shares of common stock at $1.10 per share, along with a private placement of warrants. The total gross proceeds amounted to approximately $6,000,000. H.C. Wainwright & Co. served as the exclusive placement agent. The net proceeds will be utilized for operational support, ongoing clinical trials, further development of oral biotherapeutics platforms, and general corporate purposes.
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The recent announcement by Biora Therapeutics regarding the closing of its registered direct offering and concurrent private placement of warrants is a significant financial event for the company. The decision to price shares and warrants at $1.10, which has yielded approximately $6 million in gross proceeds, reflects a strategic move to bolster the company's financial position. This capital infusion is earmarked for the completion of the BT-600 clinical trial and further development of Biora's oral biotherapeutics platforms, indicating a direct investment into the company's core research and development activities.

The involvement of H.C. Wainwright & Co. as the exclusive placement agent provides an additional layer of credibility to the transaction, potentially attracting investor interest. The use of a shelf registration statement, which was declared effective in August 2021, suggests a planned and timely execution of capital-raising activities, adhering to SEC regulations. However, the pricing of the shares at $1.10 may indicate a discount to the current trading price, which is a common practice to incentivize immediate investment but can also dilute existing shareholders' equity.

Investors should monitor the stock's performance following this announcement, as the market's reaction can provide insights into investor confidence in Biora's strategic direction and the perceived value of its clinical trials and technology platforms. The allocation of the raised funds towards the BT-600 trial and other R&D efforts should be closely scrutinized for potential impacts on the company's future revenue streams and market positioning within the biotech industry.

Biora Therapeutics' focus on advancing its oral biotherapeutics platforms through the capital raised is indicative of the company's commitment to innovation within the biotech sector. The BT-600 clinical trial represents a critical milestone for Biora, as successful outcomes can significantly enhance the company's product pipeline and marketability. The field of oral biotherapeutics is rapidly evolving and Biora's progress in this area could position it as a leader in a niche market, potentially creating long-term value for stakeholders.

The biotech industry is known for its high burn rate due to extensive research and development costs, making the timing and amount of capital raises important for sustaining operations. In this context, the $6 million raised, while a relatively modest amount for the industry, must be managed efficiently to achieve the stated goals. Investors should consider the competitive landscape and the potential for Biora's technology to meet unmet medical needs when evaluating the company's prospects.

Given the speculative nature of biotech investments, the impact of this financial news on the stock market could vary. While immediate dilution of shares is a concern, the long-term success of the BT-600 trial and subsequent product developments could outweigh short-term fluctuations. Stakeholders should be aware of the inherent risks associated with biotech investments, including regulatory hurdles and the binary outcomes of clinical trials.

SAN DIEGO, April 03, 2024 (GLOBE NEWSWIRE) -- Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that is reimagining therapeutic delivery, today announced the closing of its previously announced registered direct offering of an aggregate of 5,454,548 shares of the Company’s common stock at an offering price of $1.10 per share of common stock and concurrent private placement of unregistered warrants to purchase up to 5,454,548 shares of common stock. The warrants have an exercise price of $1.10 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants, and will expire five years from the date of stockholder approval.

The gross proceeds of the offering of shares, before deducting placement agent’s fees and other offering expenses, were approximately $6,000,000.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

Biora intends to use the net proceeds from this offering to support its operations, complete its ongoing BT-600 clinical trial, make further investments in the development of its oral biotherapeutics platforms, and for working capital and general corporate purposes.

A shelf registration statement relating to the offered shares of common stock was filed with the Securities and Exchange Commission (“SEC”) on July 30, 2021 and was declared effective on August 6, 2021. The offering of the shares of common stock was made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the offering of shares of common stock was filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock 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 Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the 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 registration or qualification under the securities laws of any such state or jurisdiction.

About Biora Therapeutics
Biora Therapeutics is reimagining therapeutic delivery. By creating innovative smart pills designed for targeted drug delivery to the GI tract, and systemic, needle-free delivery of biotherapeutics, the company is developing therapies to improve patients’ lives.

Biora is focused on development of two therapeutics platforms: the NaviCap™ targeted oral delivery platform, which is designed to improve outcomes for patients with inflammatory bowel disease through treatment at the site of disease in the gastrointestinal tract, and the BioJet™ systemic oral delivery platform, which is designed to replace injection for better management of chronic diseases through needle-free, oral delivery of large molecules.

For more information, visit bioratherapeutics.com or follow the company on LinkedIn or Twitter.

Safe Harbor Statement or Forward-Looking Statements
This press release contains “forward-looking statements” that involve a number of risks, uncertainties and assumptions. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “will,” “intend,” “plan,” “believe,” “anticipate,” “expect,” “estimate,” “predict,” “potential,” “continue,” “likely,” “target,” “forecast,” or “opportunity,” the negative of these words or other similar words. Similarly, statements that describe our plans, strategies, intentions, expectations, objectives, goals or prospects and other statements that are not historical facts are also forward-looking statements. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. These forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our business, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including statements regarding the use of proceeds in the offering and receipt of stockholder approval. Such risks, uncertainties, and other factors include, among others, risks and uncertainties related to market and other conditions that may affect the Company’s ability to obtain stockholder approval, the Company’s ability to innovate in the field of therapeutics, the Company’s ability to make future filings and initiate, execute, or complete clinical trials on expected timelines or at all, the Company’s ability to obtain and maintain regulatory approval or clearance of its products on expected timelines or at all, the Company’s plans to research, develop, and commercialize new products, the unpredictable relationship between preclinical study results and clinical study results, the Company’s expectations regarding opportunities with current or future pharmaceutical collaborators or partners, the Company’s ability to raise sufficient capital to achieve its business objectives, and those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and other subsequent documents, including Quarterly Reports, that the Company files with the SEC.

Biora Therapeutics expressly disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact
Chuck Padala
Managing Director, LifeSci Advisors
IR@bioratherapeutics.com
(646) 627-8390

Media Contact
media@bioratherapeutics.com


FAQ

What was the offering price per share in the direct offering by Biora Therapeutics, Inc.?

The offering price per share in the direct offering by Biora Therapeutics, Inc. was $1.10.

How many shares were offered in the registered direct offering by Biora Therapeutics, Inc.?

Biora Therapeutics, Inc. offered a total of 5,454,548 shares in the registered direct offering.

Who acted as the exclusive placement agent for the offering by Biora Therapeutics, Inc.?

H.C. Wainwright & Co. served as the exclusive placement agent for the offering by Biora Therapeutics, Inc.

What is the intended use of the net proceeds from the offering by Biora Therapeutics, Inc.?

The net proceeds from the offering by Biora Therapeutics, Inc. will be used for operational support, ongoing clinical trials, development of oral biotherapeutics platforms, and general corporate purposes.

Where can electronic copies of the prospectus supplement and accompanying prospectus be obtained?

Electronic copies of the prospectus supplement and accompanying prospectus can be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co.,

Biora Therapeutics, Inc.

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progenity helps patients and their families prepare for life, with medically relevant health information starting before conception, through pregnancy, childhood, and adulthood. using our highly-complex molecular diagnostic testing, healthcare providers can access the most advanced genomic technology to guide patient care at critical life stages.