BioScrip Raises Approximately $5 million in Private Placement of Common Stock
March 02 2017 - 4:30PM
BioScrip, Inc. (NASDAQ:BIOS) ("BioScrip" or the "Company"), a
leading national provider of infusion and home care management
solutions, today announced that it entered into a Stock Purchase
Agreement on March 1, 2017, for the sale of an aggregate of
3,300,000 shares of its common stock (the “Shares”) for aggregate
gross proceeds of $5,070,780 in a private
placement transaction (the “Private Placement”) to Venor
Capital Management LP and affiliated funds (the “Purchasers”). The
purchase price for each Share was $1.5366, which was negotiated
between the Company and the Purchasers based on the volume-weighted
average price of the Company’s common stock on The NASDAQ Global
Market on March 1, 2017.
Proceeds from the Private Placement will be used for working
capital and general corporate purposes.
The Private Placement is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2)
of the Securities Act and Regulation D under the Securities Act.
The securities sold and issued in the Private
Placement will not be registered under the Securities Act or
any state securities laws and may not be offered or sold in the
United States absent registration with the SEC or an applicable
exemption from the registration requirements.
In connection with the Private Placement, the Company
entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with the Purchasers. Pursuant to
the Registration Rights Agreement, the Company agreed to
prepare and file a registration statement with the Securities and
Exchange Commission (the “SEC”) within ten (10) days of the date it
files its annual report on Form 10-K for the fiscal year ended
December 31, 2016, for purposes of registering the resale
of the Shares and any shares of common stock issued as a
dividend or other distribution with respect to the Shares. The
Company also agreed, among other things, to indemnify the selling
holders under the registration statement from certain liabilities
and to pay all fees and expenses (excluding underwriting discounts
and selling commissions and legal fees) incident to the Company’s
obligations under the Registration Rights Agreement.
Dechert LLP is serving as legal advisor to BioScrip, and Akin
Gump Strauss Hauer & Feld LLP is serving as legal advisor to
the Purchasers. 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,” that involve substantial
risks and uncertainties. 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. Because
such statements inherently involve risks and uncertainties, actual
future results may differ materially from those expressed or
implied by such forward-looking statements. Investors are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and 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 associated with:
the Company’s ability to complete the Private Placement on
acceptable terms or at all, the Company's ability to integrate the
acquisition of Home Solutions, the Company's ability to grow its
core Infusion revenues, the Company's ability to continue to
experience positive results from its financial improvement plan to
reduce operating costs; the Company’s ability to comply with the
covenants in its debt agreements; the success of the Company’s
initiatives to mitigate the impact of the Cures Act on its
business; reductions in federal, state and commercial reimbursement
for the Company's products and services; increased government
regulation related to the health care and insurance industries; as
well as the risks described in the Company's periodic filings with
the Securities and Exchange Commission. 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. All of the forward-looking statements herein are
qualified by these cautionary statements.
For Further Information:
Investor Contacts
Jeffrey M. Kreger
Chief Financial Officer
(720) 697-5200
jeffrey.kreger@bioscrip.com
David Clair
ICR, Inc.
(646) 277-1266
david.clair@icrinc.com
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