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Vaccinex, Inc. Announces $1.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules

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Vaccinex, Inc. announced a registered direct offering and concurrent private placement of 193,000 shares of common stock with warrants, priced at $7.77 per share. The company aims to raise funds for its innovative approach to treating Alzheimer's disease and cancer through SEMA4D inhibition.
Positive
  • Vaccinex, Inc. is engaging in a registered direct offering and concurrent private placement to raise capital for its clinical-stage biotechnology initiatives.
  • The purchase price for the common stock in the offering is set at $7.77 per share, with accompanying warrants to purchase additional shares at $7.64 per share.
  • The company's focus on inhibiting SEMA4D showcases its commitment to developing novel treatments for Alzheimer's disease and cancer.
  • The immediate exercisability of the warrants and their expiration 5 years from the initial exercise date provide investors with potential long-term opportunities.
  • The Transactions are structured in accordance with Nasdaq rules, ensuring compliance and transparency in the offering process.
Negative
  • None.

The recent transaction by Vaccinex, Inc. involving the sale of shares and accompanying warrants can be seen as a strategic move to raise capital. This is a common practice for clinical-stage biotechnology companies that need to fund ongoing research and development. The pricing at-the-market indicates that the offering was made at a price that reflects the current market value of the shares, which is a positive aspect for existing investors, as it suggests there is no significant discount that could dilute their holdings.

However, the introduction of additional shares into the market can lead to dilution of existing shareholders' equity. Investors will be interested in how this capital will be deployed and the potential return on investment from the company's Alzheimer’s disease and cancer research programs. The warrants, with an exercise price slightly below the offering price, could be an incentive for investors to participate in the offering, while also providing a potential future cash inflow for the company if the warrants are exercised.

Biotechnology firms like Vaccinex are often evaluated based on their pipeline's potential and their ability to secure funding without excessively diluting shareholder value. The details of the transaction suggest that Vaccinex is confident in its valuation and its prospects, given the at-the-market pricing strategy. The focus on SEMA4D inhibition for treating Alzheimer’s disease and cancer signals that the company is targeting high-impact medical conditions with significant market demand.

Long-term investor sentiment may hinge on the progress of clinical trials and the successful development of Vaccinex’s therapies. The fact that institutional investors are involved in the transaction could be interpreted as a sign of confidence in the company's future. It's important for stakeholders to monitor how effectively the raised funds are used for advancing clinical trials and moving closer to potential commercialization.

Within the biotech industry, the inhibition of SEMA4D represents a novel therapeutic approach for Alzheimer’s disease and cancer. The success of Vaccinex in advancing its clinical programs could have broader implications for the treatment of these diseases. The funding obtained through this transaction is critical for supporting the company through the capital-intensive phases of clinical development.

The specific terms of the warrants, including the exercise price and the five-year expiration, are fairly standard, but they also reflect the company's expectations of stock performance over the medium term. The immediate exercisability of the warrants suggests that Vaccinex anticipates a stable or increasing stock price, which would encourage investors to convert their warrants into shares. It will be important to track the uptake of these warrants as an indicator of investor confidence and the perceived potential of Vaccinex’s research outcomes.

ROCHESTER, N.Y., March 27, 2024 (GLOBE NEWSWIRE) -- Vaccinex, Inc. (Nasdaq: VCNX) (“Vaccinex” or the “Company”), a clinical-stage biotechnology company pioneering a differentiated approach to treating Alzheimer’s disease and cancer through the inhibition of SEMA4D, today announced that it has entered into definitive agreements with certain institutional investors for the purchase and sale of 193,000 shares of its common stock in a registered direct offering together with warrants to purchase up to an aggregate of 193,000 shares of common stock in a concurrent private placement priced at-the-market under Nasdaq rules at a combined purchase price of $7.77 per share and accompanying warrant. The warrants will have an exercise price of $7.64 per share, will be immediately exercisable upon issuance and will expire 5 years from the initial exercise date. The registered direct offering and concurrent private placement are referred to herein as the “Transactions.”

The closing of the Transactions is expected to occur on or about March 28, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the Transactions are expected to be approximately $1.5 million, before deducting financial advisory fees and other estimated expenses related to the Transactions. The Company intends to use the net proceeds from the Transactions for working capital and general corporate purposes.

The registered direct offering of the shares of common stock is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-271074) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained.

The Company has also agreed to sell $1.1 million and up to $1.25 million in a separate private placement of common stock together with warrants to purchase shares of the Company’s common stock at the same combined purchase price as the Transactions. The closing of this transaction is also expected to occur on or about March 28, 2024.

The private placement of the warrants and the separate private placement of common stock together with warrants are being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 Vaccinex Inc.

Vaccinex, Inc. is pioneering a differentiated approach to treating slowly progressive neurodegenerative diseases and cancer through the inhibition of semaphorin 4D (SEMA4D). The Company’s lead drug candidate, pepinemab, is designed to block SEMA4D, a potent biological effector that is believed to trigger damaging inflammation in chronic diseases of the brain and to inhibit immune infiltration and activation in tumors. Pepinemab is being studied as a monotherapy in the Phase 1/2a SIGNAL-AD study in Alzheimer’s Disease that is expected to readout in Q3 2024, with ongoing exploration of potential Phase 3 development in Huntington’s disease. In oncology, pepinemab is being evaluated in combination with KEYTRUDA® in the Phase 1b/2 KEYNOTE-B84 study in recurrent or metastatic head and neck cancer (HNSCC) and in combination with BAVENCIO® in a Phase 1b/2 study in patients with metastatic pancreatic adenocarcinoma (PDAC). The oncology clinical program also includes several investigator-sponsored studies in solid tumors including breast cancer and melanoma.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the timing and completion of the proposed Transactions, the anticipated use of proceeds from the Transactions and other statements that are predictive in nature.  These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms.  These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by the forward-looking statements. Such factors include the risk factors set forth in the Company’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K, its periodic reports on Form 10-Q, and its Current Reports on Form 8-K, as well as the risks identified in the shelf registration statement and the prospectus supplement relating to the Transactions. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Vaccinex undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor Contact

Elizabeth Evans, PhD
Chief Operating Officer, Vaccinex, Inc.
(585) 271-2700
eevans@vaccinex.com


FAQ

What is Vaccinex, Inc.'s ticker symbol?

Vaccinex, Inc.'s ticker symbol is VCNX.

What is the purchase price per share in the registered direct offering?

The purchase price per share in the registered direct offering is $7.77.

When do the warrants issued in the private placement expire?

The warrants issued in the private placement expire 5 years from the initial exercise date.

What is the exercise price of the warrants in the private placement?

The exercise price of the warrants in the private placement is $7.64 per share.

What is the focus of Vaccinex, Inc.'s innovative approach in treating diseases?

Vaccinex, Inc.'s innovative approach focuses on inhibiting SEMA4D to treat Alzheimer's disease and cancer.

Vaccinex, Inc.

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