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NexImmune Announces Closing of $3.67 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

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NexImmune, Inc. has announced the closing of a registered direct offering of 304,731 shares of its common stock at a purchase price of $12.05 per share, resulting in gross proceeds of approximately $3.67 million. The company intends to use the net proceeds for additional financing, potential business development and collaboration opportunities, as well as for working capital and general corporate purposes.
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The capital raised by NexImmune, Inc. through the registered direct offering and concurrent private placement of warrants is a strategic move to bolster the company's financial position. The gross proceeds of approximately $3.67 million, before fees and expenses, signify a modest injection of funds, considering the scale of capital typically required for biotechnology firms engaged in research and development. The specified use of proceeds for seeking additional financing and pursuing business development suggests a forward-looking approach to sustain and expand the company's operations.

However, investors should note the potential dilutive effect of the common stock equivalents and warrants on existing shareholders. The immediate exercisability of the warrants, coupled with a two-year term, introduces a future cash flow consideration. The exercise price set at $12.05, matching the offering price, indicates a neutral stance on immediate share price appreciation. Investors would benefit from monitoring the company's subsequent use of the raised capital and any resulting strategic partnerships or advancements in their pipeline.

The immunotherapy sector, where NexImmune operates, is highly competitive and capital-intensive. The company's novel approach to directing the function of antigen-specific T cells positions it within a niche that has significant potential for growth and innovation. The funds raised could enable NexImmune to accelerate its research and development activities, which is crucial for maintaining a competitive edge.

Given the industry's rapid pace, the allocation of funds towards business development and collaboration opportunities is key. Strategic alliances can provide access to new technologies, markets and additional capital. For stakeholders, the success of such partnerships and the progression of the company's immunotherapy platform will be critical in evaluating NexImmune's long-term viability and market position.

The legal structure of this transaction involves both registered and unregistered securities, which is a common practice for raising capital while complying with SEC regulations. The reliance on a 'shelf' registration statement for the registered direct offering provides NexImmune with the flexibility to sell securities over a period of time. It's also noteworthy that the unregistered warrants are subject to limitations under the Securities Act, which restricts their resale and could affect their liquidity.

Investors should be aware of the regulatory framework governing these securities, including the implications of the prospectus supplement and the conditions under which the unregistered warrants may be exercised or sold. Understanding these legal nuances is important for assessing the potential risks and constraints associated with the investment.

GAITHERSBURG, Md., Feb. 06, 2024 (GLOBE NEWSWIRE) -- NexImmune, Inc. a biotechnology company developing a novel approach to immunotherapy designed to orchestrate a targeted immune response by directing the function of antigen-specific T cells in oncology, autoimmune and infectious diseases, today announced the closing of its previously announced registered direct offering of 304,731 shares of its common stock (or common stock equivalents in lieu thereof) at a purchase price of $12.05 per share (or per common stock equivalent in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company also issued unregistered warrants to purchase up to an aggregate of 304,731 shares of its common stock at an exercise price of $12.05 per share. The warrants are exercisable immediately and have a term of two years from the date of issuance.

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

The gross proceeds to the Company from the offering were approximately $3.67 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to seek additional financing and pursue potential business development and/or collaboration opportunities, and for working capital and general corporate purposes.

The shares of common stock (or common stock equivalents) offered in the registered direct offering (but excluding the unregistered warrants and the shares of common stock underlying such unregistered warrants) described above were offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-263399), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on March 9, 2022, and declared effective by the SEC on March 16, 2022. The offering of the shares of common stock (or common stock equivalents) issued in the registered direct offering were made only by means of a prospectus supplement that forms a part of the registration statement. A prospectus supplement and an accompanying base prospectus relating to the registered direct offering have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained 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 offer and sale of the unregistered warrants were made in a transaction not involving a public offering and have not been registered under 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, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered warrants and the underlying shares of common stock 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. 

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 NexImmune

NexImmune is developing a novel approach to immunotherapy designed to employ the body’s own T cells to generate a specific, potent, and durable immune response. The backbone of NexImmune’s approach is a proprietary Artificial Immune Modulation (AIM™) nanoparticle technology platform. The AIM technology enables NexImmune to construct nanoparticles that function as synthetic dendritic cells capable of directing antigen-specific T cell-mediated immune responses. As a cancer therapeutic, AIM nanoparticles are constructed to employ natural biology to engage, activate and expand endogenous T cells in ways that combine anti-tumor attributes of antigen-specific precision, potency and long-term persistence with reduced potential for off-target toxicities. Conversely, the AIM nanoparticles can be constructed to directly engage and suppress, or inhibit antigen-specific T cells implicated in autoimmune disorders. NexImmune is focused on developing injectable AIM nanoparticle constructs and modalities for potential clinical evaluation in oncology, autoimmune disorders and infectious diseases.

Forward Looking Statements

This press release may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs and assumptions and on information currently available to management of NexImmune, Inc. (the “Company”). All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements concerning the anticipated use of proceeds from the offering. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, market and other conditions, the risks and uncertainties set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on March 28, 2023, and subsequent reports that we file with the SEC. Forward-looking statements represent the Company’s beliefs and assumptions only as of the date of this press release. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, the Company assumes no obligation to publicly update any forward-looking statements for any reason after the date of this press release to conform any of the forward-looking statements to actual results or to changes in its expectations.

Contacts:

NexImmune:
Chad Rubin
crubin@neximmune.com


The purchase price of NexImmune, Inc.'s common stock in the registered direct offering is $12.05 per share.

NexImmune, Inc. offered 304,731 shares of its common stock in the registered direct offering.

The gross proceeds from the offering were approximately $3.67 million.

NexImmune, Inc. intends to use the net proceeds for additional financing, potential business development and collaboration opportunities, as well as for working capital and general corporate purposes.
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About NEXI

neximmune is an emerging biopharmaceutical company advancing a new generation of immunotherapies based on our proprietary aim™ technology. this nanotechnology platform, originally developed at johns hopkins university, is the foundation for an innovative approach to immunotherapy in which the body’s own immune system is stimulated to orchestrate a targeted t cell response against a disease. central to the aim technology are artificial antigen presenting cells (aapc) that present antigens to t cells eliciting a highly targeted therapy driven by the patient’s immune system. these aapc can be rapidly engineered to elicit a specific immune attack that can be directed toward any foreign substance or cell type in a patient’s body.