Attached files
file | filename |
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8-K - WaferGen Bio-systems, Inc. | v205599_8k.htm |
EX-10.3 - WaferGen Bio-systems, Inc. | v205599_ex10-3.htm |
EX-10.2 - WaferGen Bio-systems, Inc. | v205599_ex10-2.htm |
EX-10.1 - WaferGen Bio-systems, Inc. | v205599_ex10-1.htm |
December 15, 2010
FOR IMMEDIATE
RELEASE
|
Contact:
WaferGen
Don
Huffman, CFO
don.huffman@wafergen.com
Joyce
Strand
joyce.strand@wafergen.com
510-651-4450
|
WaferGen
Announces $7 Million Capital Raise – $5 Million Equity Private Placement
Agreement Signed, and $2 Million Credit Facility Closed
Fremont, Calif., December 15,
2010 -- WaferGen Biosystems, Inc. (OTCBB:WGBS), a leading developer of
state-of-the-art genomic analysis systems, today announced that its Malaysian
subsidiary, WaferGen Biosystems (M) Sdn. Bhd., has signed a purchase agreement
with an investor for a $5 million private placement of the Malaysian
subsidiary’s Series C-1 redeemable convertible preference
shares. WaferGen also announced that it completed a secured credit
facility with Oxford Finance Corporation for a loan in an aggregate principal
amount of $2 million.
WaferGen
expects to use the net proceeds from the financings for general corporate and
working capital purposes, including for the broad commercialization of the
WaferGen SmartChip Real-Time PCR system launched in August 2010.
The
investor in the private placement is Malaysian Technology Development
Corporation Sdn. Bhd., a leading venture capital and development firm in
Malaysia, which has previously invested in WaferGen’s Malaysian
subsidiary. The purchase price of the Series C-1 preference shares is
$1.55 per share and the closing is expected to occur in December
2010. The investor has also been granted a right to purchase up to
$2.5 million of Series C-2 preference shares of the Malaysian subsidiary at a
purchase price of $2.32 per share at any time within 36 months of the
closing. The redeemable convertible preference shares will be
converted into shares of common stock of WaferGen on a one-for-one basis within
one year of issuance.
The
Oxford credit facility is repayable over three years, and interest on loan is
fixed at approximately 13% per annum. The facility is secured by
substantially all of the company’s personal property other than intellectual
property, and the credit facility agreement contains certain restrictive
covenants applicable to the company, which are customary for facilities of this
nature. In connection with the credit facility, WaferGen also issued
Oxford warrants to purchase 95,368 shares of common stock at an exercise price
of $1.468 per share.
This
press release shall not constitute an offer to sell or a solicitation of an
offer to purchase any of securities referenced herein, and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. The securities being offered have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as
amended.
About
WaferGen and the SmartChip Real-Time PCR System
WaferGen
Biosystems, Inc. is a leader in the development, manufacture and sale of
state-of-the-art systems for genomic analysis for the life science and
pharmaceutical industries. The company currently offers the
breakthrough SmartChip Real-Time PCR system, the next-generation Real-Time PCR
system for discovery and validation of biomarkers, or gene expression patterns,
on a single platform. The company believes that the SmartChip system is ideal
for researchers seeking to confirm discoveries made with the growing use of
next-generation sequencing. In addition, the high throughput capabilities
of the SmartChip system enable researchers to extend their research across large
panels of genes, and hundreds of samples, at a very reasonable
cost.
Combined
with next-generation chemistry and optimized assays being developed by WaferGen
under the guidance of David Gelfand, Ph.D., Chief Scientific Officer and one of
the pioneers of PCR, the SmartChip system is designed to provide accurate,
highly sensitive and high-throughput gene expression profiling capabilities to
researchers, clinicians and pharmaceutical companies.
In
addition, the company offers an innovative fee-based service for gene-expression
profiling using the SmartChip system. For additional information,
please see http://www.wafergen.com.
Forward-Looking
Statements
This press release contains certain
"forward-looking statements". Such statements include statements
relating to the anticipated
closing of the Malaysian subsidiary financing, the expected benefits of the SmartChip Real-Time PCR system
with respect to next
generation sequencing, statements relating to the expected benefits and
advantages of the SmartChip service for gene-expression
research, statements
relating to the expected benefits and advantages of the SmartChip technology to
other applications, and other statements relating to future events are not
historical facts, including statements which may be preceded by the words
"intends," "may," "will," "plans," "expects," "anticipates," "projects,"
"predicts," "estimates," "aims," "believes," "hopes," "potential" or similar
words.
Forward-looking statements are not
guarantees of future performance, are based on certain assumptions and are
subject to various known and unknown risks and uncertainties, many of which are
beyond the control of the company. Actual results may differ
materially from the expectations contained in the forward-looking
statements. Factors that may cause such differences include the risks
that: (i) closing of the
Malaysian financing may be delayed or may not be
consummated; (ii) the company may be unsuccessful in
commercially developing its products or in achieving market acceptance of new
and relatively unproven technologies; (iii) the company will need to raise
additional capital to meet its business requirements in the future and the
company may not be able to do so on reasonable terms or at all; (iv) the company’s proprietary intellectual
property rights may not adequately protect its products and technologies; and
(v) the company expects intense
competition in its target markets, including from companies that have much
greater resources than the company, and there can be no assurance that the
company will be able to compete effectively. More detailed
information about the company and the risk factors that may affect the
realization of forward-looking statements is set forth in the company’s filings
with the Securities and Exchange Commission, including the company’s Annual
Report on Form 10-K for the year ended December 31, 2009 and the most recent Form
10-Q. Investors and security holders are urged to read this document
free of charge on the SEC's web site at www.sec.gov. The company does
not undertake to publicly update or revise its forward-looking statements as a
result of new information, future events or otherwise.
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