NEW YORK, NY, March 31, 2023 (GLOBE NEWSWIRE) — AnPac Bio-Medical Science Co., Ltd. (“Company”) (NASDAQ: ANPC) is a company with operations in the United States and China. Yes, and focused on the early stages. Securities purchase agreements to be purchased today with certain institutional investors, which will begin cancer screening and detection and will begin operating a business-to-business e-commerce platform focused on the sale of food from Asia. announced that it has signed $3 million American Depository Shares (“ADS”), warrants to purchase his ADSs pre-funded, and warrants to purchase his ADSs in a registered direct offering. The Company intends to use the net proceeds from the offering for its research and development activities, working capital and general corporate purposes.
Under the terms of the Securities Purchase Agreement, the Company has agreed to sell to institutional investors a total of 625,000 ADS (“Provided ADS”) at a price of $4.00 per ADS. 750,000 ADS. The purchase price for each pre-funded warrant equals the price per ADS minus $0.0001, resulting in a remaining exercise price of $0.0001 per share for each pre-funded warrant. Pre-funded warrants are exercisable immediately and may be exercised at any time until all pre-funded warrants are fully exercised. The warrants are exercisable immediately, expire five years from the date of original issuance, and have an exercise price of $4.00 per ADS. The Company has also issued warrants exercisable for 37,500 ADS at an exercise price of $4.80 to Univest Securities, LLC, which is acting as the sole placing agent for this offering. The Placement Agent warrant is immediately exercisable until his fifth year from issuance.
Subject to certain exemptions outlined in the Warrant, the Dispose of or issue (or offer, sell, grant, purchase option or (announcing the disposition of , in the case of common shares or ADSs, the Warrant’s exercise price will be reduced to the exercise price based on the calculation provided in the Warrant, at an effective price per share less than the Warrant’s exercise price in effect at the time.
Further, subject to the terms of the Securities Purchase Agreement, the Company may, subject to certain exceptions, (i) 120 (120 ) days after the closing date of the Offering; (ii) enter into effect or enter into an agreement to issue Common Stock or Common Stock Equivalents with a Floating Rate Transaction (as defined in the Securities Purchase Agreement) from the Closing Date of the Offering until the six-month anniversary of such date; agreement).
Total revenue to the Company from registered direct offerings is estimated at approximately $3 million, before deducting recruitment agent fees and other standard recruitment costs. The offering is expected to close on or about April 5, 2023, subject to customary closing conditions.
Pursuant to the Securities Purchase Agreement, the Company’s executive officers and directors have entered into a lock-up agreement pursuant to which these persons agree not to do so for a period of 60 days following the purchase of securities without the prior consent of the Offering Agent. To do. Offer, sell, or otherwise dispose or transfer any securities of the Company owned as of the closing date of the offering or acquired during the lockup period, subject to certain exceptions.
ADSs, pre-funded warrants, pre-funded warrants, warrants, and underlying ADSs, warrants, and placement agent warrants for pre-funded warrants must be filed on Form F-3 Shelf Registration Statement (File 333-256630). It was previously filed and declared effective by the Securities and Exchange Commission (SEC) on June 7, 2021 (the “Shelf Registration Statement”). The ADS, the pre-funded warrants, the pre-funded warrants, the warrants and the offering of the ADSs underlying the pre-funded warrants, the warrants and the placement agent warrants form part of the registration statement. only by way of a supplement to the prospectus.
Univest Securities, LLC is acting as the sole offering agent for this offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor does it constitute an offer, solicitation or sale of such securities prior to registration or qualification of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. There is no such thing. the laws of such jurisdiction. A prospectus supplement relating to the aforementioned securities is filed by the company with the SEC. A copy of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, if available, will be available on the SEC’s website. www.sec.gov.
About Unpack Bio–Medical Science Co., Ltd.
AnPac Bio-Medical Science Co., Ltd. is a biotechnology company focused on early cancer screening and detection with 155 patents as of June 30, 2022. In the United States, AnPac Bio conducts a suite of cancer screening and detection tests, including CDA (Cancer Differentiation Assay), biochemical, immunological, and genomics tests. The company plans to enter the B2B e-commerce food business with the establishment of its wholly-owned subsidiary, Fresh2 Technology Inc., and the acquisition of Fresh2 Ecommerce Inc.
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safe harbor declaration
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Law of 1995 and concerns our future financial and operating results. We use the terms “believe”, “estimate”, “predict”, “expect”, “plan”, “project”, “intend”, “potential”, “goal”, “aim”, “projection” will,” “expect”, “seek”, “goal”, “objective”, “assume”, “think”, “continue”, “position”, “predict”, “likely”, “may,” “could,” “could,” “will,” “should,” “approximately” to identify these forward-looking statements , or any other word that conveys uncertainty about future events or outcomes. These statements are based on current expectations, assumptions and uncertainties, including, among other things, judgments regarding future economic, competitive and market conditions and future business decisions, all of which should not be accurately projected. difficult or impossible, many of which are beyond our control. These statements also involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. I’m here. Known and unknown risks, uncertainties and other factors include our ability to comply with NASDAQ listing rules, including maintaining our listing on the NASDAQ Capital Markets and implementing our business model and growth strategy. , but not limited to: trends and competition in the cancer screening and detection market; demand and market acceptance of our cancer screening and detection tests and our expectations regarding our ability to grow our customer base; Our ability to obtain and maintain intellectual property protection for our CDA technology, and ongoing research and development to keep pace with technological developments. Our ability to obtain and maintain regulatory approvals from NMPA, FDA, and relevant US states, and to obtain laboratories accredited or licensed by authorities, including CLIA. our future business development, financial condition and results of operations, and our ability to obtain cost-effective financing; Potential Changes in Government Regulations. General economic and business conditions in China and elsewhere. our ability to hire and retain key personnel; Relationships with key business partners and customers. economic conditions and financial markets, and our business and financial performance, such as due to reduced commercial activity during the coronavirus outbreak and the quarantine and travel restrictions imposed by China, the United States, and many other countries; A world containing the spread of those potentially harmful viruses. Many of these risks, together with additional discussion of forward-looking statements, are described in our annual report on Form 20-F and other reports filed with the Securities and Exchange Commission. In addition, there is uncertainty regarding the spread of the COVID19 virus and its impact on our business, global supply chains and economic activity generally. Because of these and other risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Further, these statements speak only as of the date of this press release and, except as required by law, we may not publicly revise or update any forward-looking statements for any reason. We are not obligated to update.