PainReform Announces Exercise of Warrants for Approximately $1.3 Million in Gross Proceeds
PainReform Ltd. (Nasdaq: PRFX) announces a definitive agreement for the immediate exercise of outstanding warrants to purchase up to 467,896 ordinary shares at a reduced exercise price of $2.85 per share, registered pursuant to an effective registration statement on Form F-1 (File No. 333-274220).
Positive
Immediate exercise of outstanding warrants indicates investor confidence and potential capital inflow.
Negative
Reduced exercise price may indicate financial difficulties or lack of demand for the stock at the original price.
The definitive agreement for the immediate exercise of warrants by PainReform represents a pivotal financial maneuver. This strategic decision to reduce the exercise price from $9.00 to $2.85 per ordinary share could potentially inject capital into the company, albeit at the cost of existing shareholders' value. The dilutive effect of issuing additional shares may lead to a decrease in the stock price due to the increased share supply. However, this influx of funds is crucial for PainReform to continue its clinical development programs, which could lead to long-term value creation if successful.
Investors should monitor the company's burn rate and the progress of its drug pipeline to assess whether the capital raised will be sufficient to reach critical milestones. The market's reaction to this news will be telling of investor confidence in the company's ability to execute its strategy and deliver on its clinical promises.
From a market perspective, PainReform's actions are indicative of a company seeking to strengthen its financial position in the short-term. The biopharmaceutical sector is highly competitive and companies like PainReform must consistently secure funding to sustain operations and advance their product pipelines. The reduced exercise price may attract warrant holders to capitalize on the opportunity to convert their warrants into shares at a lower cost.
It is essential to evaluate the broader market sentiment and the performance of similar companies in the specialty pharmaceutical space. If PainReform's strategic moves are aligned with industry trends, it may suggest a proactive approach to financial management. Conversely, if this action deviates from the norm, it could signal internal challenges or a particularly aggressive growth strategy.
Legally, the exercise of warrants at a reduced price must adhere to the terms set forth in the original agreement and be in compliance with securities regulations. The fact that the ordinary shares issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form F-1 is significant. It indicates that PainReform is maintaining regulatory transparency and providing warrant holders with the opportunity to become shareholders under clearly defined and lawful conditions.
Stakeholders should be aware of the legal implications of such transactions, including potential shareholder rights and the impact on corporate governance. Additionally, the timing and execution of these transactions can have legal ramifications, particularly if there are any changes in market conditions or regulatory landscapes that could affect the terms of the agreement or the valuation of the shares.
12/26/2023 - 06:00 PM
TEL AVIV, Israel, Dec. 26, 2023 (GLOBE NEWSWIRE) -- PainReform Ltd PainReform " or the "Company "), a clinical-stage specialty pharmaceutical company focused on the reformulation of established therapeutics, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 467,896 ordinary shares, having an exercise price of $9.00 per ordinary share, issued by PainReform in July 2023, at a reduced exercise price of $2.85 per ordinary share. The ordinary shares issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form F-1 (File No. 333-274220). The closing of the offering is expected to occur on or about December 29, 2023, subject to satisfaction of customary closing conditions.
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, PainReform will issue new unregistered warrants to purchase up to 935,792 ordinary shares. The new warrants will have an exercise price of $2.85 per ordinary share, will be immediately exercisable and have a term of exercise equal to five years from the date of issuance.
The gross proceeds to PainReform from the exercise of the warrants are expected to be approximately $1.3 million , prior to deducting placement agent fees and offering expenses. The Company intends to use the net proceeds for funding research and development and clinical trials and for other working capital and general corporate purposes.
The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and, along with the ordinary shares issuable upon exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. PainReform has agreed to file a registration statement with the SEC covering the resale of the ordinary shares issuable upon exercise of the new warrants.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.
About PainReform
PainReform is a clinical-stage specialty pharmaceutical company focused on the reformulation of established therapeutics. PRF-110, the Company's lead product is based on the local anesthetic ropivacaine, targeting the postoperative pain relief market. PRF-110 is an oil-based, viscous, clear solution that is deposited directly into the surgical wound bed prior to closure to provide localized and extended postoperative analgesia. The Company's proprietary extended-release drug-delivery system is designed to provide an extended period of post-surgical pain relief without the need for repeated dose administration while reducing the potential need for the use of opiates. For more information, please visit www.painreform.com
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements about our expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as "believe", "expect", "intend", "plan", "may", "should", "could", "might", "seek", "target", "will", "project", "forecast", "continue" or "anticipate" or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. For example, the Company is using forward-looking statements when it discusses the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds therefrom. These forward-looking statements are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of our control. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward- looking statements, including, but not limited to, the following: our history of significant losses, our need to raise additional capital and our ability to obtain additional capital on acceptable terms, or at all; our dependence on the success of our initial product candidate, PRF-110; the outcomes of preclinical studies, clinical trials and other research regarding PRF-110 and future product candidates; our limited experience managing clinical trials; our ability to retain key personnel and recruit additional employees; our reliance on third parties for the conduct of clinical trials, product manufacturing and development; the impact of competition and new technologies; our ability to comply with regulatory requirements relating to the development and marketing of our product candidates; commercial success and market acceptance of our product candidates; our ability to establish sales and marketing capabilities or enter into agreements with third parties and our reliance on third party distributors and resellers; our ability to establish and maintain strategic partnerships and other corporate collaborations; the implementation of our business model and strategic plans for our business and product candidates; the scope of protection we are able to establish and maintain for intellectual property rights and our ability to operate our business without infringing the intellectual property rights of others; the overall global economic environment; our ability to develop an active trading market for our ordinary shares and whether the market price of our ordinary shares is volatile; and statements as to the impact of the political and security situation in Israel on our business. More detailed information about the risks and uncertainties affecting us is contained under the heading "Risk Factors" included in the Company's most recent Annual Report on Form 20-F and in other filings that we have made and may make with the Securities and Exchange Commission in the future.
Contact:
Crescendo Communications, LLCprfx@crescendo-ir.com
Ilan Hadarihadar@painreform.com
What is the latest announcement from PainReform Ltd. (Nasdaq: PRFX)?
PainReform Ltd. announced a definitive agreement for the immediate exercise of outstanding warrants to purchase up to 467,896 ordinary shares at a reduced exercise price of $2.85 per share.
What is the exercise price of the warrants issued by PainReform in July 2023?
The exercise price of the warrants issued in July 2023 is $9.00 per ordinary share.
How many ordinary shares are subject to the warrants?
Up to 467,896 ordinary shares are subject to the warrants.
What is the expected closing date of the offering?
The closing of the offering is expected to occur on or
Where are the ordinary shares issuable upon exercise of the warrants registered?
The ordinary shares issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form F-1 (File No. 333-274220).
