Full Press Release Details
Blue Water Vaccines Announces $8 Million Private
Placement Priced At-the-Market Under Nasdaq Rules
Proceeds To Fund Research and Development of
BWV-101, BWV 102 and BWV-103.
OH, April 13, 2022 -- Blue Water Vaccines Inc. ("BWV" or "Blue Water Vaccines"
or "the Company"), a biopharmaceutical company developing transformational vaccines
to address significant global health challenges, today announced that it has entered into definitive agreements with several institutional
investors for the purchase of 1,180,812 shares of common stock (or common stock equivalents in lieu thereof) in a private placement priced
at-the-market under Nasdaq rules. The Company will also issue to the investors unregistered preferred investment options (the "investment
options") to purchase up to an aggregate of 1,180,812 shares of common stock. The purchase price for one share of common stock (or
common stock equivalent) and one investment option to purchase one share of common stock is $6.775. The investment options have an
exercise price of $6.65 per share, will be exercisable immediately upon issuance, and will have a term equal to four years following
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering.
The gross proceeds from the private placement
are expected to be approximately $8.0 million, before deducting placement agent fees and other offering expenses. Together with
net proceeds from its IPO, the Company intends to use the net proceeds from the private placement for the research and development of
its pipeline as well as for working capital and other general corporate purposes for the next 22 months. The private placement is expected
to close on or about April 18, 2022, subject to the satisfaction of customary closing conditions.
The offer and sale of the foregoing securities
are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered
or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors,
BWV has agreed to file a resale registration statement covering the securities described above within twenty days.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Blue Water Vaccines
Blue Water Vaccines Inc. is a biopharmaceutical
company focused on developing transformational vaccines to address significant health challenges globally. Headquartered in Cincinnati,
OH, the company holds the rights to proprietary technology developed at the University of Oxford, Cincinnati Children's Hospital
Medical Center (CCHMC), and St. Jude Children's Hospital. The company is developing a universal flu vaccine that will provide protection
from all virulent strains in addition to licensing a novel norovirus (NoV) S&P nanoparticle versatile virus-like particle (VLP) vaccine
platform from CCHMC to develop vaccines for multiple infectious diseases, including norovirus/rotavirus and malaria, among others. Additionally,
Blue Water Vaccines is developing a Streptococcus pneumoniae (pneumococcus) vaccine candidate, designed to specifically prevent the highly
infectious middle ear infections, known as Acute Otitis Media (AOM), in children. For more information, visit www.bluewatervaccines.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking
words such as "anticipate," "believe," "forecast," "estimate," "expect," and
"intend," among others. These forward-looking statements are based on BWV's current expectations and actual results
could differ materially include, among others: statements regarding the satisfaction of the customary closing conditions of this private
placement and the use of the proceeds from this private placement. There are a number of factors that could cause actual events to differ
materially from those indicated by such forward-looking statements. These factors include, but are not limited to, market and other conditions,
risks related to the development of BWV's vaccine candidates, including, but not limited to BWV-301; the failure to obtain FDA clearances
or approvals and noncompliance with FDA regulations; delays and uncertainties caused by the global COVID-19 pandemic; risks related to
the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of patent
protection and litigation; uncertainties of government or third party payor reimbursement; limited research and development efforts and
dependence upon third parties; and substantial competition. As with any vaccine under development, there are significant risks in the
development, regulatory approval and commercialization of new products. BWV does not undertake an obligation to update or revise any forward-looking
statement except as required by law. Investors should read the risk factors set forth in BWV's Annual Report on Form 10-K for the
year ended December 31, 2021 and other periodic reports filed with the Securities and Exchange Commission on or after the date thereof.
All of BWV's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information
set forth herein speaks only as of the date hereof.
Contact Information:
Email: media@bluewatervaccines.com