In the private placement, an institutional investor has agreed to purchase pre-funded warrants to purchase shares of
The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the 'Securities Act'), or any state or other jurisdiction's securities laws, and accordingly may not be offered or resold in
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.
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Cautionary Note Regarding Forward-Looking Statements
Any statements in this press release about the Company's future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements about the expected closing of the private placement, the anticipated use of proceeds from the private placement, the expected timing of clinical study related activities, including without limitation, enrollment of patients and reporting of results, and other statements containing the words 'believes,' 'anticipates,' 'plans,' 'expects,' and similar expressions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company's control. Risks that contribute to the uncertain nature of the forward-looking statements include, but are not limited to, whether the conditions for the closing of the private placement will be satisfied; the Company's limited operating history; the Company's potential inability to develop and commercialize gedatolisib; challenges the Company may face in developing and maintaining relationships with pharmaceutical company partners; the complexity and timeline for development of the Company's CELsignia tests and gedatolisib; the uncertainties and costs associated with clinical trials; the uncertainty regarding market acceptance of the Company's products and services by physicians, patients, third-party payors and others in the medical community, and with the size of market opportunities available to the Company; the pricing of drug products and molecular and other diagnostic products and services that compete or may compete with the Company; uncertainty with insurance coverage and reimbursement for the Company's products and services; difficulties the Company may face in managing growth, such as hiring and retaining a qualified sales force and attracting and retaining key personnel; changes in government regulations and obtaining and maintaining intellectual property protection for the Company's technology and time and expense associated with defending third-party claims of intellectual property infringement, investigations or litigation threatened or initiated against the Company. Forward-looking statements are subject to numerous risks, uncertainties, and conditions, many of which are beyond the control of
Contact:
Email: vhahne@celcuity.com
Tel: 763-392-0123
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