Entero Therapeutics announces exercise of warrants, issuance of new warrants

Entero Therapeutics has entered into agreements with certain holders of its existing warrants exercisable for 1,762,674 shares of its common stock, in the aggregate, to exercise their warrants at a reduced exercise price of $1.09 per share, in exchange for new warrants as described below. The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $1,921,315, before deducting financial advisory fees. The reduction in the exercise price of the existing warrants and the issuance of the new warrants was structured as an at-market transaction under Nasdaq rules. Roth Capital Partners is acting as the Company’s financial advisor for this transaction. In consideration for the immediate exercise of the existing warrants for cash, the exercising holders will receive new warrants to purchase shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The new warrants will be exercisable, subject to the receipt of stockholder approval, into an aggregate of up to 3,525,348 shares of common stock, at an exercise price of $1.09 per share and have a term of exercise equal to five years from the date of stockholder approval. The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities may not be offered or sold 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. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 15 days of the closing to register the resale of the shares of common stock underlying the new warrants issued in the private placement.