Kiora Pharmaceuticals, Inc. announced that it has entered into a securities purchase agreement with healthcare focused institutional investors to issue 27,154,237 shares of its common stock at an issue price of $0.5524 per share for gross proceeds of $15,000,000.5188 and accompanying warrants to purchase up to an aggregate of 49,374,590 shares of its common stock at a purchase price of $0.5524 warrants for the gross proceeds of $27,274,523.516; for total gross proceeds of $42,274,524.0348 on February 1, 2024. The company will raise initial upfront funding of $15,000,000 and up to an additional approximately $30,000,000. The transaction will include participation from ADAR1 Capital Management, LLC, Nantahala Capital Management, LLC, Rosalind Advisors, Inc., Stonepine Capital Management LLC and Velan Capital Partners LP.

The exercise of the accompanying warrants are subject to shareholder approval five years from the date of shareholder approval of the warrants and will consist of two tranches. Tranche A warrants to purchase up to 24,687,295 shares of common stock at an exercise price of $0.6076 per share for an aggregate of up to approximately $15 million and will expire at the earlier of 30 days and the daily VWAP of the Company's common stock equaling or exceeding $1.1048 per share for 30 consecutive trading days following the announcement and five years from the date of shareholder approval of the warrants. Tranche B warrants to purchase up to 24,687,295 shares of common stock at an exercise price of $0.6076 per share for an aggregate of up to approximately $15 million and will expire at the earlier of 30 days following the announcement of topline data and the daily VWAP of the company's common stock equaling or exceeding $1.3810 per share for 30 consecutive trading days following the announcement and five years from the date of shareholder approval of the warrants.

The private placement is expected to close on or about February 5, 2024 subject to satisfaction of customary closing conditions. The securities have not been registered under the Securities Act of 1933, as amended or applicable state securities laws.