TC BioPharm (Holdings) plc, a biotechnology firm listed on NASDAQ under the symbol TCBP, announced a definitive agreement for the immediate exercise of previously issued warrants. These warrants, which were originally issued in December 2023, allow for the purchase of up to 1,750,000 of the Company's American Depositary Shares (ADSs). Each ADS equates to twenty ordinary shares of TC BioPharm. The exercise price for these ADSs is £1.5814 each, and the warrants have a five-year term.
The gross proceeds from the exercise of these warrants are projected to be around £3.1 million. H.C. Wainwright & Co. serves as the exclusive placement agent for this offering. In exchange for the immediate exercise, TC BioPharm will issue new unregistered warrants to purchase up to 3,500,000 shares of common stock. These new warrants come with an exercise price of £1.175 per ADS, are immediately exercisable, and have a term of forty-two months from issuance.
The offering is expected to finalize around May 8, 2024, contingent upon customary closing conditions. TC BioPharm plans to use the net proceeds from this offering to support its upcoming clinical trial targeting relapse/refractory Acute Myeloid Leukemia, as well as for general operating expenses and working capital.
The newly issued warrants are offered under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. These securities, including the ADSs underlying them, are not registered under the Act or applicable state securities laws. Thus, they cannot be offered or sold in the United States unless a registration statement is in effect or an exemption applies. TC BioPharm has committed to filing a registration statement with the SEC to cover the resale of the shares of common stock issuable upon exercise of the new warrants.
TC BioPharm emphasizes that this press release does not constitute an offer to sell or solicit an offer to buy any securities. Such transactions would be illegal in jurisdictions where they are not registered or qualified under pertinent securities laws.
TC BioPharm specializes in developing gamma-delta T cell therapies for cancer. These cells are part of the immune system and can distinguish between healthy and diseased tissues. The company uses an allogeneic approach with unmodified and CAR-modified gamma-delta T cells to target and eradicate tumors.
TC BioPharm is a pioneer in gamma-delta T cell therapies and has conducted phase II/pivotal clinical studies in oncology. Currently, the company is conducting two clinical trials for its unmodified gamma-delta T cell product line. These include a Phase 2b/3 pivotal trial for OmnImmune®, aimed at treating acute myeloid leukemia. The company uses its proprietary CryoTC technology to provide frozen products to clinics worldwide. TC BioPharm maintains a strong pipeline for future indications in solid tumors and holds a significant IP and patent portfolio related to CARs with gamma-delta T cells. Additionally, the company owns its manufacturing facility, ensuring cost and product quality control.
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