SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2011
MELA Sciences, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (914) 591-3783
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2011, MELA Sciences, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Leerink Swann LLC, as the sole-book-running manager, Needham & Company, LLC, as a co-manager and First Analysis Securities Corporation, as a co-manager (together, the Underwriters), relating to the public offering (the Offering) of 5,000,000 shares of the Companys common stock, $0.001 par value per share (the Common Stock), at a price to the public of $3.25 per share (the Offering Price), less underwriting discounts and commissions. As part of the offering, Joseph Gulfo, the Companys President and Chief Executive Officer, and Robert Coradini, a director of the Company, have agreed to purchase an aggregate of approximately 43,000 shares of the Companys common stock at a purchase price of $3.97 per share, the closing price of the Companys common stock on December 15, 2011, as reported on the Nasdaq Capital Market.
All of the shares in the Offering are being sold by the Company. The net proceeds to the Company from the sale of the Common Stock, after deducting the Underwriters discounts and commissions and other estimated offering expenses payable by the Company, are expected to be approximately $14,960,000. The Offering is expected to close on December 21, 2011, subject to the satisfaction of customary closing conditions.
The Common Stock is being offered and sold pursuant to the Companys Prospectus dated June 1, 2010 and the Companys Prospectus Supplement filed with the Securities and Exchange Commission (the SEC) on December 16, 2011, in connection with a takedown from the Companys effective shelf registration statement on Form S-3 (File No. 333-167113) declared effective by the SEC on June 1, 2010.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The Underwriting Agreement is being filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
The legal opinion of Golenbock Eiseman Assor Bell & Peskoe LLP relating to the Common Stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01 Other Events
On December 16, 2011, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.