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TC Biopharm (TCBP) Announces $7.35 Million Private Placement

November 28, 2022 8:00 AM EST

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TC BioPharm (Holdings) PLC ("TC BioPharm" or the "Company") (Nasdaq: TCBP) (Nasdaq: TCBPW), a clinical stage biotechnology company developing platform allogeneic gamma-delta T cell therapies for cancer treatment, today announced that it has entered into a securities purchase agreement with healthcare-focused and institutional investors for the sale and issuance in a private placement of 1,470,000 American Depositary Shares (the "ADSs")(or ADS equivalents in lieu thereof), Series A warrants to purchase up to an aggregate of 1,470,000 ADSs and Series B warrants to purchase up to an aggregate of 1,470,000 ADSs at a purchase price of $5.00 per ADS (or ADS equivalent in lieu thereof) and associated warrants. Each ADS representing one ordinary share of the Company. The Series A warrants will be exercisable immediately upon issuance at an exercise price of $5.00 per ADS and will expire five and one-half years following the date of issuance. The Series B warrants will be exercisable immediately upon issuance at an exercise price of $5.00 per ADS and will expire thirty months following the date of issuance.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The closing of the private placement is expected to occur on or about November 30, 2022, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company from the private placement is expected to be $7.35 million. The Company intends to use the net proceeds for general working capital purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the ADSs and ADSs issuable upon exercise of warrants.



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