Vallon Pharmaceuticals Inc. (VLON) Prices 3.7M Share Offering at $1.06/sh

Vallon Pharmaceuticals, Inc. (NASDAQ: VLON) today announced that it has entered into definitive agreements with several institutional and accredited investors for the purchase and sale in a registered direct offering of 3,700,000 shares of its common stock, at a purchase price of $1.0632 per share.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The closing of the sale of the securities in the financing is expected to occur on or about May 17, 2022, subject to the satisfaction of customary closing conditions. Vallon intends to use the net proceeds from the financing for general corporate and working capital purposes and expenses associated with the exploration of strategic alternatives.

In a concurrent private placement, the Company also agreed to issue to the investors unregistered warrants to purchase up to an aggregate of 3,700,000 shares of its common stock. The warrants have an exercise price of $.9382 per share of common stock, will be exercisable immediately after the date of issuance, and will expire five years following the initial issuance date.

The offering of the common stock described above (but not the warrants or the shares of common stock underlying the warrants) is being made pursuant to an effective "shelf" registration statement on Form S-3 (File No. 333-264448), that was previously filed with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on April 26, 2022. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement. A prospectus supplement and accompanying prospectus related to the offering of common stock will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering of common stock may be obtained, when available, by contacting Ladenburg Thalmann & Co. Inc. at Attn: Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY 10019 or by e-mail at [email protected].

The warrants issued in the concurrent private placement and shares of common stock underlying the warrants are being 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, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock 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 Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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