EDINBURGH, Scotland, Nov. 28, 2022 /PRNewswire/ -- 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.

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

About TC BioPharm (Holdings) PLC

TC BioPharm is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of gamma-delta T cell therapies for the treatment of cancer with human efficacy data in acute myeloid leukemia. Gamma-delta T cells are naturally occurring immune cells that embody properties of both the innate and adaptive immune systems and can intrinsically differentiate between healthy and diseased tissue. TC BioPharm uses an allogeneic approach in both unmodified and CAR modified gamma delta t-cells to effectively identify, target and eradicate both liquid and solid tumors in cancer.

TC BioPharm is the leader in developing gamma-delta T cell therapies, and the first company to conduct phase II/pivotal clinical studies in oncology. The Company is conducting two investigator-initiated clinical trials for its unmodified gamma-delta T cell product line - Phase 2b/3 pivotal trial for OmnImmune® in treatment of acute myeloid leukemia using the Company's proprietary allogeneic CryoTC technology to provide frozen product to clinics worldwide. TC BioPharm also maintains a robust pipeline for future indications in solid tumors as well as a significant IP/patent portfolio in the use of CARs with gamma delta t-cells and owns our manufacturing facility to maintain cost and product quality controls.

Forward Looking Statements

This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and include statements regarding the consummation of the private placement; the use of the net proceeds therefrom; the filing of a registration statement by TC BioPharm with the SEC covering the resale of the securities to be issued in the private placement. These statements reflect our current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release, such as market and other conditions. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The reference to the website of TC BioPharm has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.