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TFF Pharmaceuticals Announces $1.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

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TFF Pharmaceuticals (TFFP) announces a registered direct offering and private placement of common stock and warrants. The Company will sell 147,500 shares at $8.00 per share, with warrants to purchase additional shares.
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The recent move by TFF Pharmaceuticals to issue new shares and concurrent warrants at a set price of $8.00 per share is a strategic initiative to raise capital. It is essential to look at the dilutive effect this might have on existing shareholders. When a company issues more shares, the ownership percentage of current shareholders decreases, potentially leading to a drop in share value. However, this capital infusion can be beneficial if used effectively for research, development, or expansion, potentially leading to long-term growth.

Another aspect to consider is the exercise price of the warrants. The fact that it is set at the same price as the direct offering suggests a neutral stance from the company regarding the short-term volatility of its stock price. The five and one-half year expiration on the warrants provides a long-term incentive for investors, which could indicate the company's confidence in its future prospects.

Finally, the 'at-the-market' nature of the offering suggests that the pricing is in line with the current market valuation, which can be seen as a positive sign that the company is not undervalued by the market. However, investors should monitor the company's use of the raised funds to ensure that it translates into tangible growth.

From a market perspective, the announcement by TFF Pharmaceuticals to conduct a registered direct offering and a private placement of warrants can signal several things. Firstly, it reflects the company's need to raise capital outside of traditional debt financing, which could be indicative of a strategy to preserve cash flow or avoid incurring additional debt. The market's response to such news typically hinges on investor confidence in the company's growth trajectory and the perceived value of the TFF technology platform.

It is also important to assess the market conditions at the time of the offering. If the biopharmaceutical sector is experiencing bullish trends, the offering may be well-received and could even attract new investors looking for innovative healthcare investments. Conversely, in a bearish market, the additional shares could put pressure on the stock price. The company's decision to price the warrants at the same level as the share offering price could be interpreted as a strategic move to stabilize the stock price in volatile market conditions.

Investors should also keep an eye on the company's pipeline and any upcoming milestones that could be funded by this capital raise, as these events could significantly impact the stock's performance in the future.

In the context of the biopharmaceutical industry, TFF Pharmaceuticals' use of its Thin Film Freezing (TFF) technology platform is a noteworthy element in evaluating the company's potential. This technology, which is patented, represents a unique approach to drug delivery and product formulation. The capital raised through the stock and warrant offering could be pivotal in advancing the company's clinical trials or scaling up production capabilities.

Understanding the competitive landscape is crucial. If TFF Pharmaceuticals can harness its TFF technology to create products with a competitive edge, such as improved efficacy or delivery mechanisms, the capital raised could be instrumental in gaining market share. However, the industry is highly competitive and success hinges on not just innovation, but also on regulatory approvals and market acceptance.

The timing of the offering relative to the company's development milestones can also be telling. If it coincides with upcoming trial results or regulatory submissions, it may suggest that the company is positioning itself financially to move quickly should those results be positive. Conversely, if there are no immediate catalysts, the offering could be aimed at extending the company's operational runway in anticipation of longer-term goals.

FORT WORTH, March 20, 2024 (GLOBE NEWSWIRE) -- TFF Pharmaceuticals, Inc (Nasdaq: TFFP) (the “Company” or “TFF Pharmaceuticals”), a clinical-stage biopharmaceutical company focused on developing and commercializing innovative drug products based on its patented Thin Film Freezing (TFF) technology platform, today announced that it has entered into definitive agreements for the purchase and sale of 147,500 shares of common stock at a purchase price of $8.00 per share in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 147,500 shares of common stock at an exercise price of $8.00 per share that will be immediately exercisable upon issuance and will expire five and one-half years following the date of issuance. The closing of the offering is expected to occur on or about March 22, 2024, subject to the satisfaction of customary closing conditions.

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

The gross proceeds to the Company from the offering are expected to be approximately $1.2 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The common stock (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-275692) that was declared effective by the Securities and Exchange Commission (the “SEC”) on December 12, 2023. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, 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, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or 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 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 does 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

ABOUT TFF PHARMACEUTICALS

TFF Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company engaging patented rapid freezing technology to develop and transform medicines into potent dry powder formulations for better efficacy, safety, and stability. The company’s versatile TFF technology platform has broad applicability to convert most any drug, including vaccines, small and large molecules, and biologics, into an elegant dry powder highly advantageous for inhalation, or for topical delivery to the eyes, nose and the skin.

SAFE HARBOR

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the expected closing of the offering and the intended use of proceeds from the offering. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially, including those risks disclosed in under the caption “Risk Factors” in the prospectus supplement related to the offering. The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by law.

Investor Relations Contact:
Corey Davis, Ph.D.
LifeSci Advisors
(212) 915-2577
cdavis@lifesciadvisors.com


TFF Pharmaceuticals is announcing a registered direct offering and private placement of common stock and warrants.

The Company will sell 147,500 shares of common stock.

The shares will be sold at a purchase price of $8.00 per share.

The warrants have an exercise price of $8.00 per share.

The warrants will expire five and one-half years following the date of issuance.
Tff Pharmaceuticals Inc

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Pharmaceutical Preparation Manufacturing
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Health Technology, Pharmaceuticals: Major, Manufacturing, Pharmaceutical Preparation Manufacturing
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About TFFP

tff pharmaceuticals, inc. is a clinical-stage biopharma company focused on developing and commercializing drug products based on its patented thin film freezing (tff) technology. our patented thin film freezing (tff) platform makes it possible to turn more molecules into inhalable therapies. this novel technology provides high absorption and yield, uniform particle size, gentle process and endless possibilities. tff pharmaceuticals has two lead drug candidates: voriconazole inhalation powder and tac-lac inhalation powder. the company plans to add to this pipeline by collaborating with large pharmaceutical partners. the tff platform is protected by 42 patents issued or pending in the us and internationally.