Filed Pursuant to Rule 424(b)(5)
Registration No. 333-255837
PROSPECTUS SUPPLEMENT
(To prospectus effective May 12, 2021)
$50,000,000 of Common Stock
Allena Pharmaceuticals, Inc.
This prospectus supplement relates to the issuance and sale of up to $50,000,000 of our common stock from time to time through or to our sales agent, B. Riley Securities, Inc. (the “Agent” or “B. Riley”). We are filing this prospectus supplement to continue our existing at the market offering program with the Agent because our existing shelf registration statement on Form S-3 (File No. 333-228656), which became effective on December 26, 2018, and a related prospectus supplement filed on March 30, 2021 for $50,000,000, will expire on December 26, 2021.
We have entered into an At Market Issuance Sales Agreement with the Agent, dated December 23, 2021, relating to the shares of our common stock offered by this prospectus supplement.
You should read this prospectus supplement, including any information incorporated herein by reference, carefully before you invest.
Our common stock is quoted on the Nasdaq Global Select Market (“Nasdaq”), under the symbol “ALNA”. On December 21, 2021 the closing price of our common stock as reported on Nasdaq was $0.716 per share.
Sales of shares of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Unless we and the Agent otherwise agree, we will pay the Agent a commission of up to 3.0% of the gross proceeds of the sale price per share provided, however, if we request that the Agent acquire the shares of our common stock as a principal, then we will negotiate with the Agent in good faith to establish a commission rate (which may be accomplished through a discount) of up to 5.0%. The net proceeds to us that we receive from sales of our common stock will depend on the number of shares actually sold and the offering price for such shares. We estimate the maximum total expenses of this offering will be approximately $200,000, excluding underwriting discounts and commissions. If 69,832,402 shares of common stock were sold at a price of $0.716 per share, the closing price per share on December 21, 2021, we would receive approximately $50,000,000 in gross proceeds, or approximately $48,300,000 in estimated net proceeds. The actual proceeds to us will depend on the number of shares we sell and the price in such sales.
In connection with the sale of common stock on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.
Investing in these securities involves a high degree of risk. See “Risk Factors” on page S-4 of this prospectus supplement and any similar section contained in the accompanying prospectus and in the documents that are incorporated by reference herein and therein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
B. RILEY SECURITIES
The date of this Prospectus Supplement is December 23, 2021