Document

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

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 SHARE	TOTAL
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

Jefferies

RBC 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




Common Stock offered by us						12,500,000 shares

Common stock to be outstanding immediately after this offering						108,508,951 shares (or 110,383,951 shares if the underwriters exercise their option in full to purchase additional shares of our common stock) (1)

Underwriters’ option to purchase additional shares of common stock						We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to an additional 1,875,000 shares of our common stock from us.

Use of Proceeds						We intend to use the net proceeds for working capital and other general corporate purposes. See “Use of Proceeds” on page S-7 of this prospectus supplement.

Risk Factors						Investing in our common stock 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.

Nasdaq symbol						“AVTX”

Lock-up Agreements						We, our directors and executive officers and our principal stockholder have agreed with the underwriters that, without the prior written consent of Jefferies LLC and RBC Capital Markets, LLC, subject to certain exceptions, we, our directors and executive officers and our principal stockholder will not, for a period of 90 days, in either case, following the date of this prospectus supplement, offer or contract to sell any of our shares of common stock. See “Underwriting” on page S-11 of this prospectus supplement.


Public offering price per share of common stock			$	2.20
Net tangible book value per share as of June 30, 2021	$	0.07
Increase in net tangible book value per share attributable to existing investors		0.23
As adjusted net tangible book value per share as of June 30, 2021 after giving effect to this offering				0.29
Dilution in net tangible book value per share to investors in this offering			$	1.91


Underwriters						Number of Shares
Jefferies LLC						7,187,500
RBC Capital Markets, LLC						5,312,500
Total						12,500,000


	PER SHARE		TOTAL
	WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES	WITH OPTION TO PURCHASE ADDITIONAL SHARES	WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES	WITH OPTION TO PURCHASE ADDITIONAL SHARES
Public offering price	$2.20	$2.20	$27,500,000.00	$31,625,000.00
Underwriting discounts and commissions	$0.1375	$0.1375	$1,718,750.00	$1,976,562.50
Proceeds to us, before expenses	$2.0625	$2.0625	$25,781,250.00	$29,648,437.50

SEC Form 424B5 filed by Cerecor Inc.