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    SEC Form 424B5 filed by Cerecor Inc.

    9/15/21 4:41:54 PM ET
    $CERC
    Major Pharmaceuticals
    Health Care
    Get the next $CERC alert in real time by email
    424B5 1 a424b5finalsept2021prosupp.htm 424B5 Document

    Filed Pursuant to Rule 424(b)(5)
    Registration No. 333-254000

    Prospectus Supplement
    (To prospectus dated March 19, 2021)

    12,500,000 Shares
    avalotherapeuticslogo.jpg

    Common Stock

    We are offering 12,500,000 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “AVTX.” On September 13, 2021, the last reported sale price of our common stock on Nasdaq was $2.67 per share.

    Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, including the risks and uncertainties described under “Risk Factors” beginning on page S-5 of this prospectus supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

    PER SHARETOTAL
    Public offering price$2.20$27,500,000
    Underwriting discounts and commissions(1)
    $0.1375$1,718,750
    Proceeds, before expenses, to us$2.0625$25,781,250
    (1) See the section of this prospectus supplement entitled “Underwriting” for a description of the compensation payable to the underwriters.

    Delivery of the shares of common stock is expected to be made on or about September 17, 2021. We have granted the underwriters a 30-day option to purchase up to an additional 1,875,000 shares of our common stock from us at the public offering price per share, less underwriting discounts and commissions. If the underwriters exercise their option in full, the total underwriting discounts and commissions payable by us will be $1,976,563, and the total proceeds to us, before expenses, will be $29,648,438.

    Certain insiders may purchase securities in this offering. Because we have not entered into any binding agreements or received any commitments to purchase from any insiders, such insiders may elect not to purchase any securities in this offering. The underwriters will receive the same discounts and commissions with respect to securities purchased by such insiders as other securities offered in this prospectus supplement and the accompanying prospectus. The securities purchased by such insiders, if any, shall be subject to lock-up agreements with the underwriters as described in “Underwriting.”


    Joint Book-Running Managers



    JefferiesRBC Capital Markets
    Prospectus Supplement dated September 14, 2021.



    TABLE OF CONTENTS
    PROSPECTUS SUPPLEMENT
    Page
    ABOUT THIS PROSPECTUS SUPPLEMENT
    i
    SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    iii
    PROSPECTUS SUPPLEMENT SUMMARY
    S-1
    THE OFFERING
    S-3
    RISK FACTORS
    S-5
    USE OF PROCEEDS
    S-7
    DIVIDEND POLICY
    S-8
    DILUTION
    S-9
    UNDERWRITING
    S-11
    LEGAL MATTERS
    S-18
    EXPERTS
    S-18
    WHERE YOU CAN FIND MORE INFORMATION
    S-20
    INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
    S-20
    PROSPECTUS
    Page
    ABOUT THIS PROSPECTUS
    1
    PROSPECTUS SUMMARY
    2
    RISK FACTORS
    5
    SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    6
    USE OF PROCEEDS
    7
    PLAN OF DISTRIBUTION
    8
    DESCRIPTION OF OUR CAPITAL STOCK
    10
    DESCRIPTION OF WARRANTS
    15
    DESCRIPTION OF DEBT SECURITIES
    17
    LEGAL MATTERS
    19
    EXPERTS
    19
    WHERE YOU CAN FIND MORE INFORMATION
    19
    INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
    19



    Table of Contents
    ABOUT THIS PROSPECTUS SUPPLEMENT

    On March 8, 2021, we filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-3 (File No. 333-254000) utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration statement became effective on March 19, 2021. Under this shelf registration, we may, from time to time, sell common stock and other securities, including in this offering.

    This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the prospectus and this prospectus supplement. The second part is the accompanying prospectus dated March 19, 2021, which provides more general information, some of which does not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined.

    If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. To the extent there is any other conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents we have referred you to in the section entitled “Where You Can Find More Information” below in this prospectus supplement.

    You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying prospectus. Neither we nor any of the underwriters have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation o