TFF Pharmaceuticals Announces Closing of $1.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
TFF Pharmaceuticals, Inc. announced the closing of a registered direct offering and a private placement, raising approximately $1.2 million. The offering included 147,500 shares of common stock priced at $8.00 per share, along with unregistered warrants. The net proceeds will be used for working capital and general corporate purposes.
The recent financial maneuver by TFF Pharmaceuticals, involving a registered direct offering and concurrent private placement of warrants, is a strategic move to bolster the company's working capital and support general corporate functions. This type of capital raising is often employed by clinical-stage biopharmaceutical companies to sustain operations before reaching profitability. The decision to price the shares at $8.00, which is considered 'at-the-market' under Nasdaq rules, suggests a neutral stance towards current market valuation, avoiding the potential discounting that could devalue existing shares.
From a financial perspective, the gross proceeds of approximately $1.2 million, before fees and expenses, may seem modest for a biopharmaceutical firm. It's imperative to consider the burn rate of the company and how these funds will extend the company's runway. Investors should be aware of the dilutive effect of the additional shares and warrants on their existing holdings. The exercise of the warrants could potentially provide a future cash influx, but also further dilution. It's important to monitor how effectively the company deploys these funds towards advancing its TFF technology platform, which could, in turn, drive future growth.
The capital infusion for TFF Pharmaceuticals comes at a critical juncture for the company, which is navigating the capital-intensive phase of clinical trials. Their proprietary Thin Film Freezing (TFF) technology platform represents a novel approach in drug delivery, potentially improving the solubility and absorption of poorly water-soluble drugs. The success of this platform could have significant implications for the drug development industry, offering a competitive edge over traditional drug formulations.
The biotechnology sector is highly sensitive to technological advancements and investor sentiment. The market's reaction to TFF Pharmaceuticals' offering will hinge on confidence in the TFF platform's future success and the company's ability to execute its development plans efficiently. Industry observers will be keen on the company's forthcoming milestones and how this capital raise might accelerate the path to commercialization for its drug candidates.
The mechanisms TFF Pharmaceuticals employed in raising capital—registered direct offering and a private placement of warrants—must adhere to strict regulatory frameworks. The use of a shelf registration statement for the common stock offering, previously filed and declared effective by the SEC, enables a quicker response to market conditions, allowing the company to raise funds as needed within a set period.
The private placement of unregistered warrants falls under Section 4(a)(2) of the Securities Act and/or Regulation D, which exempts certain transactions from the rigorous registration requirements, provided they are not offered publicly and are sold to accredited investors. This method of offering could limit the liquidity of the warrants, as they cannot be sold in the public market without either an effective registration statement or an exemption. Investors should be cognizant of the legal nuances and restrictions associated with unregistered securities and their potential implications on marketability.
03/22/2024 - 03:11 PM
FORT WORTH, Texas, March 22, 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 the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 147,500 shares of common stock at a purchase price of $8.00 per share. In a concurrent private placement, the Company also issued unregistered warrants to purchase up to 147,500 shares of common stock at an exercise price of $8.00 per share which are immediately exercisable for a period of five and one-half years following 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 $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 were 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 was 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 were filed with the SEC. Electronic copies of the final 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, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com .
The unregistered warrants described above were 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 intended use of proceeds from the offering. 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 filed 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: cdavis@lifesciadvisors.com
What offering did TFF Pharmaceuticals announce?
TFF Pharmaceuticals announced the closing of a registered direct offering and a private placement.
How much money did TFF Pharmaceuticals raise?
TFF Pharmaceuticals raised approximately $1.2 million from the offering.
How many shares of common stock were included in the offering?
The offering included 147,500 shares of common stock.
At what price were the shares of common stock priced?
The shares of common stock were priced at $8.00 per share.
What will the net proceeds be used for?
The net proceeds will be used for working capital and general corporate purposes.
