MELA Sciences Prices Public Offering of Common Stock; Termination of At the
Market (ATM) Equity Offering Program; and Execution of Term Sheet for Debt
IRVINGTON, N.Y., Feb. 12, 2013 (GLOBE NEWSWIRE) -- MELA Sciences, Inc.
(Nasdaq:MELA), the medical device company focused on the design, development
and commercialization of MelaFind^®, today announced the pricing of an
underwritten offering of 6,100,000 shares of its common stock at an offering
price of $1.30 per share.
Net proceeds from the sale of the shares after underwriting discounts and
commissions and other offering expenses are expected to be approximately $7.3
million.The offering is expected to close on Friday, February 15, 2013, and
is subject to customary closing conditions.
Cowen and Company, LLC is acting as sole underwriter for this offering. MELA
Sciences plans to use the net proceeds from the offering to continue the
commercial launch of MelaFind^® in the U.S. and the European Union, for
continued research & development activities and for general corporate purposes
and working capital.
The shares of common stock described above are being offered pursuant to a
prospectus supplement and accompanying prospectus and are registered under
MELA Sciences' currently effective shelf registration statement.A copy of the
prospectus supplement and accompanying prospectus for the offering can be
obtained by eligible investors from their Cowen and Company sales
representative, or from the offices of Cowen and Company, LLC c/o Broadridge
Financial Services., 1155 Long Island Avenue, Edgewood, NY, 11717, Attn:
Prospectus Department. Phone (631) 274-2806 / Fax (631) 254-7140.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities nor will there be any offer, solicitation or
sale of these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
Termination of ATM Agreement
Upon consummation of the offering, MELA Sciences' previously announced
"at-the-market" equity offering ("ATM") program will be terminated.The ATM
Program was initiated in June 2012, when the Company entered into a sales
agreement with Cowen and Company, LLC to sell shares of its Common Stock
through this facility. As of February 12, 2013, the Company has sold
approximately 6.6 million shares of Common Stock through the ATM program for
gross proceeds of approximately $14.4 million.
Venture Debt Financing
On February 5, 2013, the Company signed a non-binding term sheet with a
venture capital lender for a loan of up to $10 million. Of the $10 million, it
is anticipated that $6 million will be funded in March 2013 and the Company
will have the option to draw down the remaining $4 million through March 17,
2014, subject to the satisfaction of meeting certain sales and revenue
targets. It is anticipated that the loan will mature 42 months from the
initial closing and bear interest at the rate of 10.45% per year. As
structured, the first 12 months of the loan will be interest only, and after
that the company will make 30 equal payments of principal and interest until
maturity. The loan would be secured by a general lien against all of the
Company's assets, other than its intellectual property assets. In addition,
the lender will have a security interest in the proceeds of the sale of any of
our intellectual property assets. The lender will receive a warrant to
purchase that number of shares of our common stock equal to 775,000 divided by
the to-be-determined exercise price of the warrant. The loan is subject to
satisfactory completion of the lender's due diligence and the execution of
definitive loan documents and is conditioned upon the Company having raised
$12.5 million in equity proceeds since January 1, 2013. There can be no
assurance that the loan will be consummated or that the material terms of the
loan will be as described.
"Upon closing of the offering and consummation of the initial funding of the
debt financing in the coming weeks, together with the remaining $4 million
available under the debt financing contingent on certain performance
milestones, the cash committed to the Company's balance sheet will be roughly
$30 million.We envision being able to execute the second phase of our launch
strategy with confidence throughout 2013 and well into 2014," said Dr. Joseph
V. Gulfo, President and CEO of MELA Sciences.
About MELA Sciences, Inc.
MELA Sciences is a medical device company focused on the commercialization of
its flagship product, MelaFind^®, and its further design and development.
MelaFind^® is a non-invasive tool to provide additional information to
dermatologists during melanoma skin examinations. The device uses light from
visible to near-infrared wavelengths to evaluate skin lesions up to 2.5 mm
beneath the skin. The device provides information on a lesion's level of
morphologic disorganization to provide additional objective information that
may be used by dermatologists in the biopsy decision-making process.
MelaFind^® has been approved by the US Food and Drug Administration for use in
the US. In addition, MelaFind^® has received CE Mark approval and is approved
for use in the European Union.
For more information on MELA Sciences, visit www.melasciences.com.
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 other
statements that contain words such as "expects," "contemplates,"
"anticipates," "plans," "intends," "believes," "assumes," "predicts" and
variations of such words or similar expressions that predict or indicate
future events or trends, or that do not relate to historical matters. These
statements are based on our current beliefs or expectations and are inherently
subject to significant known and unknown uncertainties and changes in
circumstances, many of which are beyond our control. There can be no assurance
that our beliefs or expectations will be achieved. Actual results may differ
materially from our beliefs or 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 facing the Company such as those set
forth in its reports on Forms 10-Q and 10-K filed with the U.S. Securities and
Exchange Commission (the "SEC"). Factors that might cause such a difference
include whether MelaFind^® achieves market acceptance or becomes commercially
viable. Given the uncertainties affecting companies in the medical device
industry such as the Company, any or all of these forward-looking statements
may prove to be incorrect. Therefore, you should not rely on any such factors
or forward-looking statements. The Company urges you to carefully review and
consider the disclosures found in its filings with the SEC which are available
at www.sec.govand www.melasciences.com.
CONTACT: For Investors
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