Genetic Technologies announces closing of USD 2M registered direct offering

Genetic Technologies Limited announces the closing of its previously announced registered offering for the purchase and sale of 1,000,000 American Depositary Shares (“ADSs”) (or ADS equivalents in lieu thereof), each representing thirty (30) ordinary shares of the Company, at an offering price of US$2.00 per ADS.

In addition, in a concurrent private placement, the Company has issued unregistered warrants (“Warrants”) to purchase up to 1,000,000 ADSs. The Warrants have an exercise price of US$2.00 per ADS, are exercisable upon issuance, and will expire five years following issuance.

No shareholder approval is required as the capital raising as it is undertaken pursuant to the shareholder approval at the Company’s EGM held on March 20, 2024.

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

The gross proceeds to the Company from this offering were approximately US$2 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering:

• to drive revenue and support our sales and marketing initiatives through the recently launched digital strategy via the consumer-initiated platforms;
• to drive sales and support the commercialization of the GeneType Multi Risk test through the B2B channels with U.S. health systems and employers;
• to expand into new markets in Europe and across South East Asia;
• to execute the sales and marketing to launch the ’World First’ Comprehensive Hereditary Breast and Ovarian Cancer Risk Test as part of our germline genetic testing division;
• for funding product research and development of the newly announced Comprehensive risk test; and
• for other working capital and general corporate purposes.

The securities described above, but not the Warrants issued in the private placement and the ADSs underlying the Warrants), were offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-276168) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 20, 2023, and declared effective by the SEC on January 4, 2024. The offering of the ADSs (or ADS equivalents) in the registered direct offering were made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].

The Warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ADSs underlying the Warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the Warrants and underlying ADSs 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 Securities Act and such applicable state securities laws.
MB Bureau