Plus Therapeutics Inc SEC Filings

The Securities and Exchange Commission has declared Plus Therapeutics' Form S-1 registration statement effective as of June 23, 2025, at 9:00 A.M. The registration statement was filed under File Number 333-288121.

A Form S-1 is a crucial SEC filing used for registering new securities offerings with the SEC. This effectiveness notice indicates that Plus Therapeutics has completed the registration process and received regulatory approval to proceed with their planned securities offering.

This development is significant for investors as it typically precedes:

• A new public offering of securities
• The ability to begin selling registered securities to the public
• Potential changes in the company's capital structure

Plus Therapeutics has submitted a request to withdraw its Registration Statement on Form S-3 (File No. 333-286393) that was initially filed on April 4, 2025, and amended on April 23, 2025.

Key points of the withdrawal request:

• The company has decided not to proceed with the registration of the contemplated resale of securities
• Confirms that no securities were sold under this Registration Statement
• Requests that all fees paid to the SEC be credited to the company's account for future registration statement filings under Rule 457(p)
• The withdrawal request is made pursuant to Rule 477(a) under the Securities Act of 1933

This withdrawal indicates a change in the company's capital raising or securities registration strategy, though specific reasons for the withdrawal were not disclosed.

Plus Therapeutics, Inc. (Nasdaq: PSTV) has filed a Rule 424(b)(3) prospectus that registers up to 17,000,000 new shares of common stock for potential issuance to Lincoln Park Capital Fund, LLC under a Purchase Agreement dated 17 June 2025. The equity-line facility spans 36 months and is divided into two tranches: an Initial Available Amount of up to $25 million and, once fully utilized, an automatic Additional Available Amount of another $25 million, providing aggregate capacity of $50 million.

As consideration for Lincoln Park’s commitment, Plus owes a $500,000 Initial Commitment Fee by 8 August 2025, payable in cash and/or shares, and an additional $500,000 fee once the first $25 million has been drawn. Plus will bear all registration expenses, while Lincoln Park, deemed an underwriter, will pay any brokerage or selling commissions.

The financing is potentially dilutive: shares outstanding were 50,998,468 on 17 June 2025; issuance of the full 17 million shares would raise the count to 67,998,468, a rise of roughly 33%. At the 16 June 2025 closing price of $0.31, the registered shares equate to about $5.3 million of current market value, although actual sales prices will vary and could total up to $50 million.

Net proceeds received from Lincoln Park, if any, are earmarked for working capital, general corporate purposes and any required Make-Whole Repayment. The prospectus stresses that investing in PSTV involves a high degree of risk and directs investors to the detailed Risk Factors section.

Plus Therapeutics has entered into a significant $50 million purchase agreement with Lincoln Park Capital Fund on June 17, 2025. The 36-month agreement allows Plus to sell common stock to Lincoln Park at its discretion, subject to specific conditions.

Key terms include:

• Regular purchases up to 300,000 shares (increasable to 500,000 shares based on stock price)
• Purchase price set at 97% of the lower of current sale price or 3-day average
• Additional "Accelerated Purchase" options available up to 300% of regular purchase amount
• Exchange Cap limitation of 10,194,593 shares (19.99% of outstanding shares) unless certain price conditions are met

Notably, Plus has agreed to use 90% of proceeds after July 1, 2025, for a $17.3 million Make-Whole Repayment to certain warrant holders. Lincoln Park will receive a $500,000 initial commitment fee and potential additional $500,000 fee if sales exceed $25 million.