BioScrip Announces Filing of Shelf Registration Statement to Replace Expiring Registration Statement
April 01 2016 - 12:06PM
BioScrip, Inc. (NASDAQ:BIOS) (“BioScrip” or the “Company”) today
announced that, in order to replace its expiring registration
statement, it has filed to renew its current shelf
registration statement on Form S-3 with the U.S. Securities and
Exchange Commission (SEC). The registration statement is
subject to review by the SEC.
When declared effective by the SEC, the shelf registration will
allow the Company the flexibility from time to time to offer and
sell up to $200 million of securities, including common stock,
preferred stock, debt securities, warrants, units and rights, from
time to time and through various methods of distribution. The
Company's existing universal shelf registration statement expires
on April 4, 2016, but, in accordance with SEC rules, the Company
may make securities offerings under the existing shelf registration
statement until the new registration statement is declared
effective, subject to a maximum extension of 180 days. The
renewal maintains continuous flexibility for the Company.
There are no specific plans to offer securities under
the shelf registration statement at this time, and any future
offering would be subject to market conditions and approval by the
Company's Board of Directors. Any offering of securities
covered by a shelf registration statement will be made only by
means of a prospectus supplement authorized and filed by the
Company.
The Form S-3 registration statement, once declared effective by
the SEC, will also register the resale of shares of common
stock that may be issuable pursuant to the conversion of Series A
convertible preferred stock and the exercise of Class A and Class B
warrants that were acquired by a major
stockholder from the Company in a private transaction dated
March 9, 2015. No preferred stock has been converted and no
Class A or Class B warrants have been exercised as of the date
of this press release. The registration of the resale of the
underlying common stock is solely to satisfy the Company's
obligations pursuant to a registration rights agreement entered
into in connection with the private transaction.
The registration statement has been filed with the SEC but has
not yet become effective. The securities being registered may
not be sold, nor may offers to buy be accepted, prior to the time
the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offering of the securities covered under
the shelf registration statement will be made solely by means of
the prospectus included in the registration statement and any
applicable prospectus supplement issued with respect to any
offering.
About BioScrip, Inc.
BioScrip, Inc. is a leading national provider of infusion and
home care management solutions. BioScrip partners with physicians,
hospital systems, skilled nursing facilities, healthcare payors,
and pharmaceutical manufacturers to provide patients access to
post-acute care services. BioScrip operates with a commitment to
bring customer-focused pharmacy and related healthcare infusion
therapy services into the home or alternate-site setting. By
collaborating with the full spectrum of healthcare professionals
and the patient, BioScrip provides cost-effective care that is
driven by clinical excellence, customer service, and values that
promote positive outcomes and an enhanced quality of life for those
it serves.
Forward-Looking Statements - Safe Harbor
This press release includes statements that may constitute
"forward-looking statements." These statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You can identify these statements by
the fact that they do not relate strictly to historical or current
facts. In some cases, forward-looking statements can be identified
by words such as "may," "should," "could," "anticipate,"
"estimate," "expect," "project," “outlook,” “aim,” "intend,"
"plan," "believe," "predict," "potential," "continue" or comparable
terms. Investors are cautioned that actual results may differ
materially from those in the forward-looking statements as a result
of various factors. Important factors that could cause
or contribute to such differences include but are not limited to
risks in the Company’s periodic filings with the Securities and
Exchange Commission, including the Company's annual report on Form
10-K for the year ended December 31, 2015. Investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The
Company does not undertake any duty to update these forward-looking
statements after the date hereof even though the Company’s
situation may change in the future, except as required by law. All
of the forward-looking statements herein are qualified by these
cautionary statements.
Contact:
Lisa Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com
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