Bionomics Limited Enters into At The Market Offering Agreement with H.C. Wainwright & Co., LLC

Bionomics Limited, an Australia-based company listed on the OTCMKTS under the symbol BNOEF, recently disclosed in an 8-K filing with the Securities and Exchange Commission that it has entered into an agreement for an At The Market (ATM) Offering. The Company has teamed up with H.C. Wainwright & Co., LLC (HCW) as the Sales Agent for this offering.

According to the Sales Agreement dated November 18, 2024, Bionomics has authorized the sale of its American Depository Shares (Shares) in an aggregate offering amount of up to $2,000,000 under the Sales Agreement. The Sales Agent will act on behalf of the Company for the offering and sale of these Shares. Sales will occur at the discretion of the Company, in line with “at the market offerings” as defined in Rule 415 under the Securities Act of 1933. The Sales Agent will make reasonable efforts in accordance with standard trading and sales practices.

The offering of these Shares will take place under the Company’s shelf registration statement on Form S-3, filed with the SEC on the same date as the Sales Agreement. It is important to note that no sales will be conducted unless the Registration Statement is declared effective by the SEC. The Company is not obligated to sell any Shares under this agreement, and the actual sales, their prices, and timing are uncertain.

As per the terms of the agreement, the Sales Agent will receive a cash commission of up to 3.0% of the gross proceeds from each sale of Shares. Additionally, the Company will reimburse the Sales Agent for documented legal fees and costs of up to $50,000 incurred in connection with the transactions outlined in the Sales Agreement.

The Company provided customary representations, warranties, and covenants in the Sales Agreement related to itself, its subsidiaries, and the offering documents. Moreover, the Company has agreed to indemnify the Sales Agent against certain liabilities under the Securities Act.

This ATM program supplants a previous offering arrangement that had a higher aggregate sale price, according to the filing. The Company terminated the Previous ATM Offering and Agreement with Cantor Fitzgerald & Co. before entering into this new agreement with H.C. Wainwright & Co., LLC.

The filing mentions that this report and its associated exhibits should not be seen as an offer to buy or sell securities or as a solicitation of an offer. The securities discussed in the filing should not be sold in any state where such a sale would be unlawful without proper registration or qualification.

The Sales Agreement and its specifics are outlined in Exhibit 10.1 of the filing, while legal opinions from Johnson Winter Slattery and other relevant details are also included in the document.

This article is based on the information provided in Bionomics Limited’s recent 8-K filing with the SEC.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bionomics’s 8K filing here.

About Bionomics

Bionomics Limited, a clinical stage biopharmaceutical company, discovers and develops novel drug candidates for the treatment of central nervous system disorders and cancers. The company's lead drug candidate includes BNC210, a negative allosteric modulator of the a7 nicotinic acetylcholine receptor, which is in phase 2 clinical trial for the treatment of social anxiety disorder and phase 2b to treat post-traumatic stress disorder.