NeuBase Announces $5 Million Concurrent Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules

PITTSBURGH, June 28, 2023 (GLOBE NEWSWIRE) -- NeuBase Therapeutics, Inc. (Nasdaq: NBSE) (“NeuBase” or the “Company”), a biotechnology company developing Stealth Editors to perform in vivo gene editing without triggering the immune system, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 578,697 of its shares of common stock (or common stock equivalents) in a registered direct offering at a purchase price of $2.57 per share (or common stock equivalent) and associated unregistered warrants. In a concurrent private placement, NeuBase has also agreed to issue and sell an aggregate of 1,366,829 of its shares of common stock (or common stock equivalents), at the same purchase price of $2.57 per share (or common stock equivalent) and associated unregistered warrants as in the registered direct offering. In addition, the Company has agreed to issue in the offerings unregistered Series A warrants to purchase up to an aggregate of 1,945,526 shares of common stock and unregistered short-term Series B warrants to purchase up to an aggregate of 1,945,526 shares of common stock. The registered direct offering and the private placement were priced at-the-market under Nasdaq rules.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

Each series of unregistered warrants will have an exercise price $2.32 per share and become exercisable immediately upon issuance. The Series A warrants will have a term of five and one-half years from the date of issuance and the short-term Series B warrants will have a term of eighteen months from the date of issuance.

The offerings are expected to close on or about June 30, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the concurrent offerings are expected to be approximately $5 million, before deducting the placement agent’s fees and other offering expenses payable by NeuBase. NeuBase currently intends to use the net proceeds from the offerings for working capital and general corporate purposes.

The securities offered in the registered direct offering (but excluding the securities offered in the private placement and the shares of common stock underlying the unregistered warrants issued in the registered direct offering) are being offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-254980), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2021 and declared effective by the SEC on April 14, 2021. The offering of the securities to be issued in the registered direct offering is 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. When available, electronic copies of the final prospectus supplement and accompanying base prospectus may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at [phone] or e-mail at [e-mail].