Atossa Genetics Announces $30 Million At-the-Market Common Stock Purchase
Agreement With Aspire Capital, LLC
Initial Purchase of 83,333 Shares at $12.00 per Share
SEATTLE, WA -- (Marketwire) -- 03/28/13 -- Atossa Genetics, Inc.
(NASDAQ: ATOS), a healthcare company focused on the prevention of
breast cancer, has entered into a $30 million stock purchase
agreement with Aspire Capital, LLC. Under terms of the agreement,
Aspire has made an initial purchase of $1 million of Atossa common
stock at a price of $12.00 per share. In addition, after the SEC
declares the registration statement related to the transaction
effective, Aspire has committed to purchase up to an additional $29
million of Atossa's common stock over the next three years at prices
based on prevailing market prices over a period preceding each sale.
"We look forward to working with Aspire Capital as a financial
partner and to Aspire Capital being a long-term investor in Atossa,"
stated Dr. Steven Quay, chairman, CEO and president. "Our agreement
with Aspire provides added financial strength and flexibility,
allowing us to raise equity opportunistically based on market
conditions and our working capital needs. We believe that Aspire's
initial investment and ongoing commitment, along with their
reputation as a long-term, institutional investor, demonstrates
confidence in our ForeCYTE and ArgusCYTE tests, other breast health
tests in development, and our business model. We presently do not
expect to need to raise additional equity capital in the near term
other than under this agreement. However, we may decide to
opportunistically raise equity or debt capital or enter into a
strategic transaction in which equity capital is issued."
"Over the past few months we have spent a lot of time with the
management team and done significant due diligence on Atossa as well
as talked with physicians and users of its products. During this
process, we have come to see the tremendous opportunity that Atossa
presents as the 'Pap Smear' for the breast and for early non-invasive
treatment of breast cancer," commented Steven G. Martin, Managing
Member of Aspire Capital. "Atossa's products can help save the lives
of our mothers, our daughters and our wives. The Company's success is
personal to all of us. We are extremely proud to be a long-term
shareholder in Atossa and a financial partner to this experienced
Key aspects of the agreement with Aspire Capital include:
-- $30 million financing with $1 million of common stock sold at $12.00
per share by Atossa on March 27, 2013;
-- Atossa will control the timing and amount of any additional sales of
common stock to Aspire and will know the sales price before directing
Aspire to purchase shares;
-- Aspire has no right to require any sales by Atossa, but is obligated
to make purchases as Atossa directs, in accordance with the terms of
the purchase agreement;
-- Aspire has agreed to a long-only position;
-- 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
-- The purchase agreement may be terminated by Atossa at any time, at its
discretion, without any additional cost or penalty; and
-- Atossa has issued shares of its common stock to Aspire Capital as a
commitment fee in connection with entering into the purchase
Atossa will use the net proceeds from the sales of common stock for
general corporate purposes and working capital requirements. Dawson
James Securities, Inc. was the placement agent for the sale of 83,333
shares of common shares at $12 per share as well as the $30 million
stock purchase agreement.
Atossa also entered into a registration rights agreement with Aspire
in connection with its entry into the purchase agreement that
requires the Company to file a registration statement regarding the
shares sold to Aspire Capital. A more complete and detailed
description of the transaction is set forth in the Company's Annual
Report on Form 10-K, filed today with the U.S. Securities and
About Atossa Genetics, Inc.
Atossa Genetics, Inc. (NASDAQ: ATOS), The Breast Health Company(TM),
is based in Seattle, WA, and is focused on preventing breast cancer
through the commercialization of patented, FDA-designated Class II
diagnostic medical devices and patented, laboratory developed tests
(LDT) that can detect precursors to breast cancer up to eight years
before mammography, and through research and development that will
permit it to commercialize treatments for pre-cancerous lesions.
The National Reference Laboratory for Breast Health (NRLBH), a wholly
owned subsidiary of Atossa Genetics, Inc., is a CLIA-certified
high-complexity molecular diagnostic laboratory located in Seattle,
WA, that provides the patented ForeCYTE Breast Health Test, a risk
assessment test for women 18 to 73 years of age akin to the Pap
Smear, and the ArgusCYTE Breast Health Test, a blood test for
recurrence in breast cancer survivors that provides a "liquid biopsy"
for circulating cancer cells and a tailored treatment plan for
patients and their caregivers.
About Aspire Capital Fund, LLC
Aspire Capital Fund, LLC is an institutional investor based in
Chicago, Illinois, with a fundamental investment approach. Aspire
Capital Invests in a wide range of companies and industries
emphasizing life sciences, energy and technology.
Forward-looking statements in this press release are subject to risks
and uncertainties that may cause actual results to differ materially
from the anticipated or estimated future results, including the risks
and uncertainties associated with actions by the FDA, regulatory
clearances, responses to regulatory matters, Atossa's ability to
continue to manufacture and sell its products, ability to sell shares
to Aspire, the efficacy of Atossa's products and services, the market
demand for and acceptance of Atossa's products and services,
performance of distributors and other risks detailed from time to
time in Atossa's filings with the Securities and Exchange Commission,
including without limitation its registration statement on Form S-1
filed January 28, 2013, and periodic reports on Form 10-K and 10-Q,
each as amended and supplemented from time to time.
Atossa Genetics, Inc.
Chief Financial Officer and General Counsel
Matthew D. Haines (Investors)
MBS Value Partners
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