IRVINE, Calif.–(BUSINESS WIRE)–lt;a href="https://twitter.com/search?q=%24NVUS&src=ctag" target="_blank"gt;$NVUSlt;/agt;–Novus Therapeutics, Inc. (NASDAQ: NVUS), a specialty pharmaceutical
company focused on developing products for patients with disorders of
the ear, nose, and throat (ENT), today announced that it has entered
into definitive agreements with several institutional and accredited
investors for the purchase of 3,449,112 shares of its common stock, at a
purchase price per share of $3.095, in a registered direct offering
priced at-the-market. Additionally, Novus has also agreed to issue to
the investors unregistered warrants to purchase up to 6,898,224 shares
of common stock. The closing of the offering is expected to occur on or
about May 2, 2019, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as exclusive placement agent for the
offering.
The warrants are being issued in two tranches. The first tranche of
warrants to purchase up to 3,449,112 shares of common stock have an
exercise price of $4.00 per share, will be immediately exercisable, and
will expire eighteen months from the issue date. The second tranche of
warrants to purchase up to 3,449,112 shares of common stock have an
exercise price of $4.00 per share, will become exercisable only upon the
exercise of the first tranche of warrants, and will expire five years
from the issue date.
The gross proceeds to Novus, before deducting placement agent fees and
other offering expenses, are expected to be approximately $10.7 million.
The potential gross proceeds from the exercise of the first tranche of
warrants, if fully exercised on a cash basis, will be approximately
$13.8 million. No assurance can be given that any of the warrants will
be exercised. Novus intends to use the net proceeds from the offering to
fund expansion of the ongoing phase 2a clinical trial in acute otitis
media from 50 to approximately 140 patients, as well as for working
capital and other general corporate purposes.
The shares of common stock described above (but not the warrants or the
shares of common stock underlying the warrants) are being offered
pursuant to a “shelf” registration statement (File 333-226286) filed
with the Securities and Exchange Commission (SEC) and declared effective
on July 31, 2018. Such shares of common stock may be offered only by
means of a prospectus, including a prospectus supplement, forming a part
of the effective registration statement. A prospectus supplement and the
accompanying prospectus relating to the offering will be filed with the
SEC. Copies of the prospectus supplement and the accompanying prospectus
relating to this offering 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, NY 10022, by emailing placements@hcwco.com
or by calling 646-975-6996.
The warrants described above were offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”),
and Regulation D promulgated thereunder and, along with the shares of
common stock underlying the warrants, have not been registered under the
Act, or applicable state securities laws. Accordingly, the 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 Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described herein,
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 Novus Therapeutics
Novus Therapeutics, Inc. (Novus) is a specialty pharmaceutical company
focused on developing products for patients with disorders of the ear,
nose, and throat (ENT). The Company has two platform technologies, each
with the potential to be developed for multiple indications. Novus’ lead
program (OP0201) is a surfactant-based nasal aerosol drug-device
combination product candidate being developed as a potential
first-in-class treatment option for patients at risk for, or with,
otitis media (OM), which is middle ear inflammation and effusion with or
without infection. Globally, OM affects more than 700 million adults and
children every year, with over half of the cases occurring in children
under five years of age. OM is one of the most common disorders seen in
pediatric practice, and in the U.S. is a leading cause of health care
visits and the most frequent reason children are prescribed antibiotics
or undergo surgery. Novus also has a foam-based drug delivery technology
platform (OP01xx), which may be developed in the future to deliver drugs
into the ear, nasal, and sinus cavities. For more information please
visit novustherapeutics.com.
Forward-Looking Statements
This press release contains forward‐looking statements that involves
substantial risks and uncertainties. Any statements about the company’s
future expectations, plans and prospects, including statements about its
strategy, future operations, development of its product candidates, and
other statements containing the words “believes,” “anticipates,”
“plans,” “expects,” “estimates,” “intends,” “predicts,” “projects,”
“targets,” “looks forward,” “could,” “may,” and similar expressions,
constitute forward‐looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, although not all
forward‐looking statements include such identifying words.
Forward‐looking statements include, but are not limited to statements
regarding: risks related to market conditions, the completion of the
common stock and warrant financing, including the satisfaction of the
closing conditions, and the use of anticipated proceeds; expectations
regarding the timing for the commencement and completion of product
development or clinical trials, including the four ongoing OP0201
clinical trials; expectations regarding the success of clinical trials;
the rate and degree of market acceptance and clinical utility of the
company’s products; the company’s commercialization, marketing and
manufacturing capabilities and strategy; the company’s intellectual
property position and strategy; the company’s ability to identify
additional products or product candidates with significant commercial
potential; the company’s estimates regarding expenses, future revenue,
capital requirements and needs for additional financing; developments
relating to the company’s competitors and industry; and the impact of
government laws and regulations. Actual results may differ materially
from those indicated by such forward‐looking statements as a result of
various important factors, including: the ability to develop
commercially viable product formulations; the sufficiency of the
company’s cash resources; the ability to obtain necessary regulatory and
ethics approvals to commence additional clinical trials; whether data
from early clinical trials will be indicative of the data that will be
obtained from future clinical trials; whether the results of clinical
trials will warrant submission for regulatory approval of any
investigational product; whether any such submission will receive
approval from the United States Food and Drug Administration or
equivalent foreign regulatory agencies and, if we are able to obtain
such approval for an investigational product, whether it will be
successfully distributed and marketed. These risks and uncertainties, as
well as other risks and uncertainties that could cause the company’s
actual results to differ significantly from the forward‐looking
statements contained herein, are discussed in our quarterly, annual, and
other filings with the SEC, which can be found at www.sec.gov.
Any forward‐looking statements contained in this press release speak
only as of the date hereof and not of any future date, and the company
expressly disclaims any intent to update any forward‐looking statements,
whether as a result of new information, future events or otherwise.
Contacts
Investor Contacts
Timothy McCarthy
LifeSci Advisors, LLC
Tel:
212-915-2564
tim@lifesciadvisors.com