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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.