Disclosure; I have not purchased this stock and would not touch it with a ten foot pole!
I've been watching the shenanigans with this company for the last few months and wondered why the stock of a company that was going out of business would be sought after so heavily and be so volatile . I came to the conclusions of 1) some kind of short squeeze, or 2) a knight in shining armor was coming in at the eleventh hour to save the company, and some people (I think the term for this is "insider") in the know were doing some market manipulation to make a little more bank$. The following press release is, at least, part of the answer!
GAITHERSBURG, Md. , Feb. 02, 2024 (GLOBE NEWSWIRE) -- NexImmune, Inc. a biotechnology company developing a novel approach to immunotherapy designed to orchestrate a targeted immune response by directing the function of antigen-specific T cells in oncology, autoimmune and infectious diseases, today announced that it has entered into a definitive agreement with a single healthcare focused institutional investor for the issuance and sale of an aggregate of 304,731 of its shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $12.05 per share (or per common stock equivalent in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company has also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 304,731 shares of its common stock. The unregistered warrants to be issued in this private placement will have an exercise price $12.05 per share, will become exercisable immediately upon issuance and have a term of two years from the date of issuance. The closing of the offering is expected to occur on or about February 6, 2024 , subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $3.67 million , 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 to seek additional financing and pursue potential business development and/or collaboration opportunities, and for working capital and general corporate purposes.
As previously disclosed in January 2024 , the Company adjourned its special meeting of stockholders for the purpose of approving the liquidation and dissolution of the Company and the Plan of Liquidation and Dissolution (the “Special Meeting”), with the Special Meeting scheduled to reconvene on Wednesday, February 7, 2024 , at 10:00 a.m., Eastern Time in a virtual format. As a result of this offering, the Company expects to postpone the Special Meeting.
The shares of common stock (or common stock equivalents) offered in the registered direct offering (but excluding the unregistered warrants and the shares of common stock underlying such unregistered warrants) described above are being offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-263399), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on March 9, 2022 , and declared effective by the SEC on March 16, 2022 . The offering of the shares of common stock (or common stock equivalents) to be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to 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 accompanying base prospectus, 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.
The offer and sale of the unregistered warrants are being made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered warrants and the underlying shares of common stock 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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 the registration or qualification under the securities laws of any such state or jurisdiction.
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