Innovus Pharmaceuticals, an emerging commercial-stage pharmaceutical company that delivers safe, innovative and effective over-the-counter medicine and consumer care products to improve men’s and women's health and respiratory diseases, today announced that it has entered into a definitive agreement with a healthcare-dedicated institutional investor for the sale of 45,306,347 shares of common stock (or common stock equivalents), series A warrants to purchase up to 45,306,347 shares of common stock and series B warrants to purchase up to 45,306,347 shares of common stock in a private placement at a price of $0.07 per share and associated warrants for gross proceeds of approximately $3.17 million. The transaction is anticipated to close on or about January 3, 2019, subject to customary closing conditions.

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

The series A warrants are exercisable immediately with a term of 18 months following the effectuation of a reverse stock split by the Company and an exercise price of $0.07 and the series B warrants are exercisable immediately with a term of 5½ years following the effectuation of a reverse stock split by the Company and an exercise price of $0.08 per share.

The net proceeds from the offering are anticipated to be approximately $2.765 million. The Company intends to use the net proceeds for working capital and general corporate purposes. The Company has agreed to file a resale registration statement for the shares of common stock and the shares of common stock underlying the warrants issued in the offering within 30 days pursuant to a registration rights agreement.

The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements.