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Re: Mark post# 564135

Monday, 08/29/2022 5:13:26 PM

Monday, August 29, 2022 5:13:26 PM

Post# of 648993
Low enough SS, so should do fine.
This prospectus relates to the offer and resale of up to an aggregate of 8,876,705 shares of common stock, par value $0.00001 per share (“Placement Shares”), of Blue Water Vaccines Inc. (“Blue Water,” “BWV,” “the Company,” “we,” “us” or “our”) held by selling stockholders, consisting of (a) 1,350,000 Placement Shares, (b) 220,997 Placement Shares (“Wainwright Warrant Shares”) issuable upon exercise of the warrants (the “Wainwright Warrants”) issued to H.C. Wainwright & Co., LLC, or its designees, in a private transaction on April 19, 2022 (the “Private Placement”), (c) 2,333,280 Placement Shares (“Prefunded Warrant Shares”) issuable upon exercise of the pre-funded warrants (the “Prefunded Warrants”) issued to the selling stockholders in the “Private Placement” determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration rights agreement and (d) 4,972,428 Placement Shares (“Preferred Investment Option Shares,” together with the Prefunded Warrant Shares, the “Warrant Shares”) issuable upon exercise of the preferred investment options (the “Preferred Investment Options”, together with the Prefunded Warrants, the “Warrants”), issued to the selling stockholders in the Private Placement determined as if the outstanding Preferred Investment Options were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, all of which were acquired by the selling stockholders in. The holders of the Placement Shares, the Warrant Shares and the Warrants are each referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.”

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