Melanoma Diagnostic Provider, MELA Sciences, to Raise $12.45 Million in Private Placement to Institutional Investors & MELA S...
01 February 2014 - 1:44AM
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 announced it
has entered into definitive agreements with institutional investors
and management for the private placement of $12.45 million of the
Company’s convertible preferred stock, common stock warrants and
common stock. The investors in the transaction were funds managed
by Sabby Management, LLC, which comprise the Company’s largest
existing beneficial shareholder, and Broadfin Capital, LLC. In
conjunction with the financing, MELA Sciences’ directors have
agreed to purchase $150,000 in restricted common stock priced at
$0.74 per share, yesterday’s closing bid price for MELA’s common
stock.
Pursuant to the terms of the private placement, the Company will
issue non-redeemable preferred stock convertible at any time into
common stock at a conversion price of $0.84, amounting to
14,642,857 shares of the Company’s common stock. Additionally, the
Company will issue to the investors warrants to purchase up to
11,714,286 shares of common stock at an exercise price of $0.74.
The warrants are immediately exercisable and will have a term of
exercise of five years. Broadfin has been granted the right to
designate one director to the Company’s Board of Directors. The
Company will also issue 202,703 shares of restricted common stock
to Directors for their agreed investment of $150,000.
The investors have been granted resale registration rights with
respect to the shares underlying the preferred stock and warrants,
as well as rights of participation in future offerings of the
Company’s securities.
MELA Sciences intends to use the net proceeds from this offering
to re-launch MelaFind focusing on the key dermatologists who treat
many of the patients at high risk for melanoma. Funds will also be
used to support new clinical trials and the expanded application of
the technology and for general corporate purposes, including
working capital.
Rose Crane, MELA’s CEO and President, said “This offering
provides us the capital we need to turn our full attention to the
business and the introduction of MelaFind to key dermatologists. We
are extremely encouraged by the interest and support we are
receiving for MelaFind within the dermatology community and the
reception we have had at dermatology conferences and events over
the last six months. It confirms our belief that this device has
the potential to become a standard of care for melanoma diagnosis,
and that our strategy to build awareness and usage within opinion
leading physicians is proving successful in its early stages.”
“We are delighted to have two great healthcare investors
participate in this funding as well as announce our management has
personally invested. We look forward to reporting our progress in
the coming quarters.”
Craig-Hallum Capital Group acted as the exclusive placement
agent in connection to the offering.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission
(SEC) or an exemption from such registration requirements. MELA
Sciences has agreed to file a registration statement with the SEC
registering the resale of the shares of common stock underlying the
securities to be sold to in this private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful.
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 MelaFind
Facebook:
MelaFind
StockTwits:
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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