Elevai Labs (ELAB) Files for 28.37M Share and Warrant Offering

Elevai Labs (NASDAQ: ELAB) has filed the following:

Elevai Labs Inc. (the “Company,” “ELAB,” the “registrant,” “we,” “our” or “us”) is offering up to 28,368,794 shares of the Company’s common stock, together with Series A warrants to purchase up to 28,368,794 shares of common stock (the “Series A Warrants”) and Series B warrants to purchase up to 28,368,794 shares of common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”). Each share of our common stock, or a pre-funded warrant in lieu thereof, is being sold together with a Series A Warrant to purchase one share of our common stock and a Series B Warrant to purchase one share of our common stock. The shares of common stock and Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering.

The assumed public offering price for each share of common stock and accompanying Warrants is $0.282, which was the last reported sale price of our common stock on The Nasdaq Capital Market on September 10, 2024. The Series A Warrants will have an exercise price of $ per share (at least 250% of the Minimum Price as defined by the rules of The Nasdaq Stock Market LLC (“Nasdaq”))) and will be exercisable beginning on the date of completion of the requisite waiting period following the filing of the Information Statement related to the approval by the stockholders of the Company (the “Initial Exercise Date” or “Effective Shareholder Approval Date” or Initial Exercise Date) of the issuance of shares upon exercise of the Warrants, among other things (the “Shareholder Approval”). The Series A Warrants will expire on the five-year anniversary of the Initial Exercise Date. The Series B Warrants will have an exercise price of $ per share (at least 250% of the Minimum Price as defined by the rules of Nasdaq) and will be exercisable beginning on the Effective Shareholder Approval Date. The Series B Warrants will expire on the two and one-half year anniversary of the Initial Exercise Date.

Under the alternate cashless exercise option of the Series B Warrants, the holder of the Series B Warrant has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series B Warrant and (y) 3.0. In addition, beginning on the Effective Shareholder Approval Date, the Series A Warrants and Series B Warrants will contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) lowest volume weighted average price (“VWAP”) during the period commencing five trading days immediately preceding and the five trading days commencing on the date we effect a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants and Series B Warrants, among other adjustments. Additionally, the Series A Warrants will provide for an adjustment to the exercise price and number of shares underlying the Series A Warrants upon our issuance of our common stock or common stock equivalents at a price per share that is less than the exercise price of the Series A Warrant, subject to certain exceptions.

Finally, on the 11th trading day after the Effective Shareholder Approval Date, the Warrants’ exercise price will be reset to a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) the lowest daily volume weighted average price during the period commencing on the first trading day after the Effective Shareholder Approval Date and ending following the close of trading on the 10th trading day thereafter and (b) the floor price set forth in the Warrants, and the number of shares issuable upon exercise will be increased such that the aggregate exercise price of the Warrants on the issuance date for the shares of common stock underlying the Warrants then outstanding shall remain unchanged.

Any reduction to the exercise prices of the Series A Warrants and the Series B Warrants and resulting increase in the shares of common stock underlying the Warrants will be subject to a floor price equal to 50% of the Minimum Price as defined by the rules of The Nasdaq Stock Market, LLC (“Nasdaq”) prior to the Effective Shareholder Approval Date, and 20% of the Minimum Price beginning on the Effective Shareholder Approval Date. Following the Effective Shareholder Approval Date, the exercise price reduction and adjustment provisions with respect to underlying shares of commons stock in the Warrants described above will be effected using the reduced floor price.

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