First Wave BioPharma raises $2.5M in private placement with warrants

On November 20, 2022, First Wave BioPharma, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue, in a private placement (the “Offering”), an aggregate of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 4,166,667 shares (the “Pre-Funded Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) common warrants (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”), to purchase up to an aggregate of 8,333,334 shares of Common Stock (the “Common Warrant Shares” and collectively with the Pre-Funded Warrant Shares, the “Warrant Shares”) at a purchase price of $0.5999 per Pre-Funded Warrant and accompanying Common Warrant.

In connection with the Offering, the Company entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the Purchaser pursuant to which the Company agreed to amend the Purchaser’s existing warrants to purchase up to 3,736,990 shares of Common Stock at a weighted average exercise price of $4.21 per share (the “Existing Warrants”), in consideration for such Purchaser’s purchase of $2.5 million of securities in the Offering (the “Purchase Commitment”), to (i) lower the exercise price of the Existing Warrants to $0.7685 per share and (ii) extend the termination date of the Existing Warrants until the five and one-half year anniversary of the Stockholder Approval (the “Warrant Amendment”), effective upon the consummation of the Offering and confirmation by the Placement Agent that the Purchaser has satisfied the Purchase Commitment.