Melanoma Diagnostic Provider, MELA Sciences Provides Details of Recent $12.45 Million Private Placement
February 03 2014 - 07:55AM
Business Wire
MELA Sciences, Inc. (NASDAQ:MELA), (the Company) developer of
MelaFind®, an FDA approved optical diagnostic device that
assists dermatologists in melanoma diagnosis, today filed a Form
8-K providing full details from its recent Private Placement.
Following is the text of the details relating to the private
placement that were provided in the Form 8-K.
The Form 8-K can also be seen at http://www.sec.gov.
Item 1.01 — Entry into a Material Definitive
Agreement
On January 31, 2014, MELA Sciences, Inc., a Delaware corporation
(the “Company”), entered into a securities purchase agreement (the
“Securities Purchase Agreement”) with certain funds managed by
Sabby Management, LLC, the Company’s largest beneficial
shareholder, and Broadfin Capital, LLC (collectively, the
“Investors”), pursuant to which the Company agreed to sell (i) an
aggregate of 12,300 shares of the Company’s Series A convertible
preferred stock, par value $0.10 per share, with a stated value of
$1,000 per share (the “Preferred Stock”), initially convertible
into 14,642,857 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a conversion price of
$0.84, and (ii) Common Stock purchase warrants (the “Warrants”) to
purchase up to 13,297,297 shares of Common Stock for aggregate
gross proceeds of $12.3 million. The Warrants have an exercise
price of $0.74 per share, are immediately exercisable and have a
term of five years. The number of shares issuable upon conversion
of the Preferred Stock and exercise of the Warrants are adjustable
in the event of stock splits, stock dividends, combinations of
shares and similar transactions. In connection with the financing,
Broadfin Capital, LLC has been granted the right to designate one
director to the Company’s Board of Directors, so as long as it
retains 30% of its investment in the Preferred Stock or holds any
Warrants, and the Investors have been granted rights of
participation in future offerings of the Company’s securities for
one year. As a condition of the financing, the Company’s directors
have entered into subscription agreements pursuant to which the
directors will purchase an aggregate of 202,703 shares of Common
Stock, at a price of $0.74 per share, for aggregate gross proceeds
of $150,000.
The Company has also agreed to grant the Investors resale
registration rights with respect to the shares of Common Stock
underlying the Preferred Stock and the Warrants pursuant to the
terms of a Registration Rights Agreement (the “Registration Rights
Agreement”). In addition to the registration rights, the Investors
are entitled to receive liquidated damages upon the occurrence of a
number of events relating to filing, getting effective and
maintaining an effective registration statement covering the shares
underlying the Preferred Stock and the Warrants, including the
failure of the Company to file a resale registration statement
within 20 days of the closing date of the transaction and the
failure of the Company to have such resale registration statement
declared effective by the Securities and Exchange Commission (the
“SEC”) within 30 days of January 31, 2014. The liquated damages
will be triggered by the occurrence of each of those events and
each monthly anniversary thereof until cured. The amount of
liquated damages payable is equal to 10% of the aggregate purchase
price paid by each Investor for the first two events (and/or the
monthly anniversary of an event), 7.5% of the aggregate purchase
price paid by each Investor for the third event (and/or the monthly
anniversary of an event), 2.5% of the aggregate purchase price paid
by each Investor for the fourth event (and/or the monthly
anniversary of an event), and 1% of the aggregate purchase price
paid by each Investor for the next two events (and/or the monthly
anniversary of an event), in all up to a total of 32% of the
aggregate purchase price paid by each Investor.
The Company has agreed to pay placement fees of $778,000 and
reimbursable expenses of up to $80,000 in respect of this
transaction.
The Company intends to use the net proceeds for general
corporate purposes, including working capital, and to pay any
liquidated damages, which may be incurred. The offering is expected
to close on or about February 5, 2014, subject to the satisfaction
of customary closing conditions.
The securities to be sold in this private placement have not
been registered under the Securities Act of 1933, as amended (the
“Act”), pursuant to an exemption under Section 4(a)(2) of the Act
for transactions of an issuer not involving a public offering, and
may not be offered or sold in the United States absent registration
with the SEC or an exemption from such registration
requirements.
About MELA Sciences, Inc. www.melasciences.com
MELA Sciences is a medical device company developing dermatology
diagnostics utilizing state-of-the-art optical imaging. The
flagship product is MelaFind®, an FDA, PMA and CE Mark approved,
non-invasive diagnostic tool to aid dermatologists in melanoma
evaluation and diagnosis. MelaFind® uses a variety of visible to
near-infrared light waves to evaluate skin lesions from the surface
to 2.5 mm beneath the skin. It provides images and data on the
relative disorganization of a lesion's cell structure that provides
substantial additional perspective to aid melanoma diagnosis. MELA
is also exploring new potential uses for its core imaging
technology and algorithms.
Twitter: MELASciencesIR or MelaFindFacebook: MelaFindStockTwits:
MELASciencesIR
Safe Harbor
This press release includes "forward-looking statements" within
the meaning of the Securities Litigation Reform Act of 1995. These
statements include but are not limited to our plans, objectives,
expectations and intentions and may contain words such as “seeks,”
“look forward,” and “there seems” that suggest future events or
trends. These statements are based on our current expectations and
are inherently subject to significant uncertainties and changes in
circumstances. Actual results may differ materially from our
expectations due to financial, economic, business, competitive,
market, regulatory and political factors or conditions affecting
the company and the medical device industry in general, as well as
more specific risks and uncertainties set forth in the company’s
SEC reports on Forms 10-Q and 10-K. Given such uncertainties, any
or all of these forward-looking statements may prove to be
incorrect or unreliable. MELA Sciences assumes no duty to update
its forward-looking statements and urges investors to carefully
review its SEC disclosures available at www.sec.gov and
www.melasciences.com.
MediaMELA Sciences, Inc.Diana Garcia Redruello,
212-518-4226dgarcia@melasciences.comorInvestorsCatalyst
GlobalToni Trigiani, David
Collins212-924-9800mela@catalyst-ir.com
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