LONDON, March 1, 2022 /PRNewswire/ -- LumiraDx
Limited (Nasdaq: LMDX) announced today that it entered into
privately negotiated subscription agreements with certain investors
pursuant to which LumiraDx agreed to sell and the investors agreed
to purchase from LumiraDx (the "notes offering") $56.5 million aggregate principal amount of 6.00%
Convertible Senior Subordinated Notes due 2027 (the "notes"). The
lead investor in the notes offering was UBS O'Connor, with
participation from Ron Zwanziger, the founder of LumiraDx. The
purchase and sale of the notes are expected to occur on
March 3, 2022, subject to customary
closing conditions. LumiraDx ended 2021 with approximately
$135 million in cash, and with the
estimated gross proceeds from the notes offering, its pro forma
cash balance as of December 31, 2021
would have been $191.5 million.
The Company intends to use the net proceeds from the notes offering
for general corporate purposes.
The notes will be the senior subordinated unsecured obligations
of LumiraDx and will bear interest at a rate of 6.00% per annum,
payable semi-annually in arrears on March
1 and September 1 of each
year, beginning on September 1, 2022.
The notes will mature on March 1,
2027, unless earlier converted by the holders or repurchased
or redeemed by LumiraDx.
The notes will be convertible at the option of each holder at an
initial conversion rate of 108.4346 common shares, $0.0000028 par value per share, of LumiraDx (the
"common shares") per $1,000 principal
amount of Notes (the "conversion rate"), which is equal to an
initial conversion price of approximately $9.22 per common share, which represents a
premium of approximately 25% to the average of the volume weighted
average prices of a common share on The NASDAQ Global Select Market
over the five trading days ending on and including February 28, 2022. Upon conversion, the notes may
be settled in cash, common shares or a combination of cash and
common shares, at LumiraDx's election (subject to certain
limitations). The conversion rate will be subject to adjustment for
certain events or distributions but will not be adjusted for any
accrued and unpaid interest. Following certain specified
transactions or events, LumiraDx will increase the conversion rate
for a holder who elects to convert its notes in connection with any
such transaction or event in certain circumstances.
In certain circumstances, LumiraDx will be permitted to redeem
the notes for a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus any accrued and unpaid
interest to, but excluding, the redemption date. Holders of notes
that convert their notes in connection with an optional redemption
will be entitled to an interest make-whole payment equal to the
remaining scheduled payments of interest, if any, that would have
been made on the notes to be converted had such notes remained
outstanding through March 1, 2026.
LumiraDx will be permitted to settle any interest make-whole
payment in cash or common shares, at its election.
In connection with the issuance of the notes, LumiraDx and
certain of the investors in the notes will enter into a
registration rights agreement pursuant to which LumiraDx will agree
to register the notes and the common shares issuable or potentially
issuable upon conversion of the notes, subject to certain
exceptions and qualifications.
Additional information regarding the transaction may be found in
a Form 6-K that will be filed with the U.S. Securities and Exchange
Commission (the "SEC").
About LumiraDx
LumiraDx (Nasdaq: LMDX) is a
next-generation point of care diagnostics company that is
transforming community-based healthcare. Founded in 2014, LumiraDx
manufactures and commercializes an innovative diagnostic Platform
that supports a broad menu of tests with lab comparable performance
at the point of care. LumiraDx diagnostic testing solutions are
being deployed by governments and leading healthcare institutions
across laboratories, urgent care, physician offices, pharmacies,
schools, and workplaces to screen, diagnose, and monitor wellness
as well as disease. LumiraDx has on the market and in development,
30+ tests covering infectious diseases, cardiovascular diseases,
diabetes, and coagulation disorders, all on the LumiraDx Platform.
In addition, LumiraDx has a comprehensive portfolio of fast,
accurate, and cost-efficient COVID-19 testing solutions from the
lab to point of need.
LumiraDx is based in the UK with more than 1600 employees
worldwide.
Further information on LumiraDx and the LumiraDx Platform is
available at www.lumiradx.com
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995, including statements regarding the anticipated closing date
of the notes offering, the consummation of the transactions
contemplated by the subscription agreements and the expected net
proceeds from the offering of the notes. These statements involve
risks, uncertainties and other factors that may cause actual
results, levels of activity, performance or achievements to be
materially different from the information expressed or implied by
these forward-looking statements, including, among others, the
ability of the parties to satisfy the closing conditions of the
subscription agreements; general economic, political and business
conditions; the effect of COVID-19 on LumiraDx's business
and financial results; maintaining regulatory approval or clearance
of tests; and those factors discussed under the header "Risk
Factors" in the Proxy Statement and Prospectus filed pursuant to
Rule 424B(3) with the SEC on
September 3, 2021 and other filings with the SEC. Although
LumiraDx believes that it has a reasonable basis for each
forward-looking statement contained in this press release, LumiraDx
cautions you that these statements are based on a combination of
facts and factors currently known by it and its projections of the
future, about which it cannot be certain. LumiraDx undertakes no
obligation to update or revise the information contained in this
press release, whether as a result of new information, future
events or circumstances or otherwise.
Contact:
Colleen
McMillen
Colleen.mcmillen@lumiradx.com
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