BG Medicine, Inc. Enters Into $12 Million Common Stock Purchase Agreement With
Aspire Capital Fund, LLC
WALTHAM, Mass., Jan. 24, 2013 (GLOBE NEWSWIRE) -- BG Medicine, Inc.
(Nasdaq:BGMD), a company focused on the development and commercialization of
novel cardiovascular diagnostics, today announced that it has entered into a
common stock purchase agreement with Aspire Capital Fund, LLC.Aspire has
committed to purchase up to $12 million of BG Medicine's common stock from
time to time as directed by BG Medicine over the next two years at prices
based on prevailing market prices over a period preceding each sale after the
SEC declares a registration statement effective relating to the transaction.
Key aspects of the purchase agreement include:
*BG Medicine will control the timing and amount of any sales of common
stock to Aspire and will know the sales price before directing Aspire to
*Aspire has no right to require any sales by BG Medicine, but is obligated
to make purchases as BG Medicine directs, in accordance with the terms of
the purchase agreement;
*There are no limitations on use of proceeds, financial covenants,
restrictions on future financings, rights of first refusal, participation
rights, penalties or liquidated damages in the purchase agreement;
*The purchase agreement may be terminated by BG Medicine at any time, at
its discretion, without any additional cost or penalty; and
*BG Medicine has issued to Aspire 132,743 common shares as consideration
for entering into the purchase agreement.
BG Medicine will use the net proceeds from the sales of common stock for
general corporate purposes and working capital requirements.
The Company also entered into a registration rights agreement with Aspire in
connection with its entry into the purchase agreement that requires the
Company to register the shares sold to Aspire for resale on a new registration
statement on Form S-1.A more complete and detailed description of the
transaction is set forth in the Company's Current Report on Form 8-K, filed
today with the U.S. Securities and Exchange Commission.
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 jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
About BG Medicine
BG Medicine, Inc. (Nasdaq:BGMD) is a diagnostics company focused on the
development and commercialization of novel cardiovascular tests to address
significant unmet medical needs, improve patient outcomes and reduce
healthcare costs. The Company has two products: the BGM Galectin-3^® test for
use in patients with chronic heart failure is available in the United States
and Europe; and the CardioSCORE™ test for the risk prediction of major
cardiovascular events will be launched in Europe in the first half of 2013.
For additional information about BG Medicine, heart failure and galectin-3
testing, please visit www.bg-medicine.com and www.galectin-3.com.
The BG Medicine Inc. logo is available at
Certain statements made in this news release contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as
amended, that are intended to be covered by the "safe harbor" created by those
sections. Forward-looking statements, which are based on certain assumptions
and describe our future plans, strategies and expectations, can generally be
identified by the use of forward-looking terms such as "believe," "expect,"
"may," "will," "should," "could," "seek," "intend," "plan," "estimate,"
"anticipate" or other comparable terms. Forward-looking statements in this
news release include, but are not limited to, those regarding statements about
BG Medicine's expectations regarding its fundraising efforts, including the
sales of its common stock that are provided for in the purchase agreement and
the anticipated use of proceeds from the offering. Forward-looking statements
are based on management's current expectations and involve inherent risks and
uncertainties which could cause actual results to differ materially from those
in the forward-looking statements, as a result of various factors including
those risks and uncertainties described in the Risk Factors and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations sections of our recent filings with the Securities and Exchange
Commission, including our Current Report on Form 8-K filed on January 24,
2013, our most recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. We urge you to consider those risks and uncertainties in evaluating our
forward-looking statements. We caution readers not to place undue reliance
upon any such forward-looking statements, which speak only as of the date
made. Except as otherwise required by the federal securities laws, we disclaim
any obligation or undertaking to publicly release any updates or revisions to
any forward-looking statement contained herein (or elsewhere) to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
CONTACT: Chuck Abdalian
EVP & Chief Financial Officer
BG Medicine Inc. logo
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