Full Press Release Details
Pharmaceutics Announces Registered Direct Offering
SWITZERLAND / ACCESSWIRE / June 28, 2024 / NLS Pharmaceutics Ltd. (Nasdaq:NLSP)(Nasdaq:NLSPW) ("NLS" or the "Company"),
a Swiss clinical-stage biopharmaceutical company focused on the discovery and development of innovative therapies for patients with rare
and complex central nervous system disorders, today announced that it has entered into a definitive agreement for the issuance and sale
of an aggregate of 3,277,750 of its common shares at a purchase price of $0.24 per share in a registered direct offering. NLS has also
agreed to issue in a private placement unregistered warrants to purchase up to an aggregate of 3,277,750 common shares at an exercise
price of $0.24 per share. The warrants will become immediately exercisable upon issuance and will expire five years from the date of
issuance. The closing of the offering is expected to occur on or about July 1, 2024, subject to the satisfaction of customary closing
Wainwright & Co. is acting as the exclusive placement agent for the offering.
gross proceeds to the Company from the offering are expected to be $786,660, before deducting the placement agent's fees and other offering
expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for working capital and general
corporate purposes, which includes research and development, to advance the Company's technology and general corporate purposes and pursuing
strategic opportunities including expanding the Company's pipeline.
common shares offered in the registered direct offering (but excluding the unregistered warrants and the common shares underlying such
unregistered warrants) described above are being offered and sold by the Company pursuant to a "shelf" registration statement
on Form F-3 (Registration No. 333-262489), including a base prospectus, previously filed with the Securities and Exchange Commission
("SEC") on February 3, 2022, and declared effective by the SEC on February 11, 2022. The common shares to be issued in the
registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to, and describing the
terms of, the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the registered direct offering,
when available, may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022,
by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
warrants described above will be issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), and Regulation D promulgated thereunder and, along with the common shares underlying such warrants, will not be registered
under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying common shares, upon issuance,
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 Securities Act and such applicable state securities laws.
press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, 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.
NLS Pharmaceutics Ltd.
is a global development-stage biopharmaceutical company, working with a network of world-class partners and internationally recognized
scientists, focused on the discovery and development of innovative therapies for patients with rare and complex central nervous system
disorders who have unmet medical needs. Headquartered in Switzerland and founded in 2015, NLS is led by an experienced management team
with a track record of developing and commercializing product candidates. For more information, please visit www.nlspharma.com.
press release contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws, including statements
related to the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the
intended use of proceeds therefrom. These forward-looking statements and their implications are based on the current expectations of
the management of NLS only and are subject to a number of factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: market and other conditions; NLS' ability to regain and maintain compliance with
Nasdaq's continued listing requirements; changes in technology and market requirements; NLS may encounter delays or obstacles in launching
and/or successfully completing its clinical trials; NLS' products may not be approved by regulatory agencies, NLS' technology may not
be validated as it progresses further and its methods may not be accepted by the scientific community; NLS may be unable to retain or
attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop
with NLS' process; NLS' products may wind up being more expensive than it anticipates; results in the laboratory may not translate to
equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials;
NLS' patents may not be sufficient; NLS' products may harm recipients; changes in legislation may adversely impact NLS; inability to
timely develop and introduce new technologies, products and applications; and loss of market share and pressure on pricing resulting
from competition, which could cause the actual results or performance of NLS to differ materially from those contemplated in such forward-looking
statements. Except as otherwise required by law, NLS undertakes no obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed
information about the risks and uncertainties affecting NLS is contained under the heading "Risk Factors" in NLS' annual report
on Form 20-F for the year ended December 31, 2023 filed with the SEC, which is available on the SEC's website, www.sec.gov, and
in subsequent filings made by NLS with the SEC.
additional information:
NLS Pharmaceutics Ltd.