F-1/A: Evaxion Biotech A/S Plans to Raise Up to $15 Million in New Offering
Amendment to Registration Statement
Evaxion Biotech A/S is seeking to raise up to $15 million through an offering of American Depositary Shares (ADSs) and warrants.
Summary
- Evaxion Biotech A/S has filed an amendment to its Form F-1 registration statement, outlining plans for a public offering.
- The offering includes up to 2,032,520 American Depositary Shares (ADSs) and accompanying warrants to purchase an equal number of ADSs, or pre-funded warrants and accompanying warrants.
- The assumed public offering price is $7.38 per ADS and accompanying warrant, based on the closing price on January 26, 2024.
- The warrants will have an exercise price of $ per share and are immediately exercisable for five years.
- Pre-funded warrants are offered to purchasers who would exceed beneficial ownership limits of 4.99% or 9.99% after the offering.
- The offering is expected to terminate on March 1, 2024.
- H.C. Wainwright & Co. is acting as the exclusive Placement Agent.
- The Placement Agent will receive a cash fee of 7.5% of the gross proceeds and warrants to purchase 5.0% of the ADSs offered.
- The company intends to use the net proceeds to advance its preclinical and clinical pipeline, and for continuing operating expenses and working capital.
- Evaxion's cash and cash equivalents were $7.7 million as of January 29, 2024.
- The company's strategy focuses on its AI-Immunology platform, targeting value realization through targets, pipeline, and responders, pursued via a multi-partner approach.
Sentiment
Score: 6
Explanation: The document presents a mixed sentiment. While it highlights the company's strategic focus, technological advancements, and potential partnerships, it also acknowledges the company's financial challenges, including recurring losses and the need for additional funding. The document also mentions the risks associated with the company's business and industry.
Positives
- The company has a defined strategy focusing on its AI-Immunology platform.
- The company has existing partnerships with leading pharmaceutical companies.
- The company has encouraging initial Phase 2 data from the EVX-01 trial.
- The company has welcomed MSD GHI as a new shareholder.
Negatives
- The company has incurred significant losses since its inception.
- The company will require substantial additional financing to achieve its goals.
- The company's business model is based upon partnering, and there is no guarantee that it will be able to secure needed partnerships to be able to monetize its assets.
Risks
- The company is a clinical stage AI-Immunology company with only two product candidates in the early stages of clinical trials.
- The company has incurred significant losses since its inception, and it anticipates that it will continue to incur significant losses for the foreseeable future.
- The company will require substantial additional financing to achieve its goals, which may not be available.
- The company's business model is based upon partnering, and there is no guarantee that it will be able to secure needed partnerships to be able to monetize its assets.
- The company faces significant competition in an environment of rapid technological and scientific change, and its failure to effectively compete would prevent it from achieving its goals.
Future Outlook
The company anticipates several important milestones in 2024, including generating business development income equal to full year 2024 cash burn (excluding financing activities).
Management Comments
- Christian Kanstrup, CEO, aims to harness the full potential of Evaxion's AI platform for therapeutic innovation.
- Christian Kanstrup sees the collaboration with Afrigen Biologics as a strategic step to bring AI-designed vaccines to market, emphasizing the importance of identifying the right partners.
- Christian Kanstrup highlights the potential of their AI-Immunology platform to revolutionize oncology.
- The initial Phase 2 data confirm the strong Phase 1 findings presented earlier in 2023 at ASCO.
Industry Context
The document highlights the competitive landscape of the pharmaceutical market, particularly in immuno-oncology and infectious diseases, where Evaxion faces competition from major pharmaceutical companies and specialized biotechnology firms.
Comparison to Industry Standards
- The document mentions that the EVX-01 Phase 1/2a clinical trial demonstrated an overall response rate of 67% across all 12 patients compared with a historical overall response rate of 40% with anti-PD-1 treatment alone.
- The document mentions that the AI-DeeP model showcases the ability to pinpoint 10-30% of non-responsive cases with a precision of 95%, compared to 70-80% precision achieved by traditional biomarkers tumor mutational burden, or TMB and PD-L1 tumor expression.
Legal Proceedings
- Statens Serum Institut (SSI) has initiated a legal proceeding against Evaxion Biotech A/S claiming sole ownership of a patent application.
- The company believes that it has strong defenses against SSI's claim and that SSI's claim is without merit.
Stakeholder Impact
- Shareholders may experience dilution as a result of the offering.
- The company's ability to develop and commercialize its product candidates will impact patients with unmet medical needs.
- The company's success in securing partnerships will impact its ability to monetize its assets.
Next Steps
- Advance preclinical and clinical pipeline.
- Continue to invest in the AI-Immunology platform.
- Generate preclinical evidence to support the partnership strategy.
- Seek and negotiate agreements with future partners.
- Continue to implement plans to remediate material weaknesses in internal controls.
Key Dates
| Date | Description |
|---|---|
| August 11, 2008 | Evaxion Biotech A/S incorporated in Denmark. |
| March 29, 2019 | Company converted into a public limited liability company. |
| August 6, 2020 | Executed loan agreement with the European Investment Bank (EIB). |
| November 2020 | Initiated process to receive funds from disbursement of tranche 1 of the EIB Loan. |
| December 17, 2020 | EIB received 351,036 EIB Warrants. |
| February 5, 2021 | Completed initial public offering (IPO). |
| November 9, 2021 | Completed follow-on public offering. |
| February 17, 2022 | Received proceeds from the drawdown of the first tranche of the EIB loan. |
| June 7, 2022 | Entered into a purchase agreement with Lincoln Park Capital Fund, LLC. |
| October 3, 2022 | Initiated an at-the-market (ATM) program with JonesTrading Institutional Services LLC. |
| July 31, 2023 | Entered into an agreement with Global Growth Holding Limited for convertible notes. |
| September 1, 2023 | Christian Kanstrup joined as Chief Executive Officer. |
| December 18, 2023 | Entered into a securities purchase agreement and an Investment Agreement for a private placement. |
| December 21, 2023 | Private Placement closed. |
| January 22, 2024 | Effected a change to the ratio of ADSs to ordinary shares (ADS Ratio Change). |
| January 26, 2024 | Closing trading price for ADSs was $7.38 per ADS. |
| January 29, 2024 | Cash and cash equivalents were $7.7 million. |
| January 31, 2024 | Date of the prospectus. |
| March 1, 2024 | Termination date of the offering. |
Keywords
American Depositary Shares, public offering, warrants, AI-Immunology, Evaxion Biotech, financing, clinical trials, pipeline, MSD, biotech
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