WaferGen Bio-Systems Announces Pricing of $20 Million Underwritten Offering and Uplisting to NASDAQ
FREMONT, Calif., Aug. 22, 2014 /PRNewswire/ -- WaferGen Bio-systems, Inc. (NASDAQ: WGBS) today announced the pricing of an underwritten public offering of units of common stock and warrants at a price of $10,000 per unit for gross proceeds of $20 million, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company. The shares and warrants are immediately separable and will be issued separately. The shares of common stock are expected to begin trading on The NASDAQ Stock Market under the ticker symbol "WGBS" on Friday, August 22, 2014. The offering is expected to close on August 27, 2014, subject to the satisfaction or waiver of customary closing conditions.
Each unit sold in the offering consists of 2,000 shares of common stock and 2,000 warrants to purchase shares of the Company's common stock. A total of 4,000,000 shares of common stock and warrants to purchase 4,000,000 shares of common stock will be issued in the offering. The warrants have a term of five years and an exercise price of $5.00 per share.
In addition, the Company has granted the underwriters a 45-day option to purchase up to (i) 600,000 additional shares of common stock, and/or (ii) additional warrants to purchase up to 600,000 additional shares of common stock solely to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares of common stock, or warrants, or any combination thereof, as determined by the underwriters, but such purchases cannot exceed an aggregate of 15% of the number of shares of common stock and warrants sold in the primary offering.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Financial Services Inc., is acting as sole book-running manager and National Securities Corporation and Brean Capital, LLC are acting as co-managers.
The net proceeds of the offering are estimated to be approximately $18 million after deducting underwriting discounts and commissions and estimated offering expenses, prior to any exercise of the underwriters' overallotment option. The Company intends to use $1.3 million of the net proceeds to repay existing debt and the rest of the net proceeds for general corporate and working capital purposes, including commercialization activities.
A registration statement relating to the offering of common stock was declared effective by the Securities and Exchange Commission on August 21, 2014. A final prospectus relating to this offering will be filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. The offering will be made solely by means of the final prospectus included in the registration statement, copies of which may be obtained at the SEC's website at www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., 4400 Biscayne Blvd., 14th Floor, Miami, Florida 33137 or by email at email@example.com.
Forward Looking Statements
Certain statements made in this press 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 the Company's 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 press release may address the net proceeds of the offering and the use of the proceeds from the offering and other statements relating to future events that are not historical facts. Forward-looking statements 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 the Company's most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The Company urges you to consider those risks and uncertainties in evaluating forward-looking statements. The Company cautions 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, the Company disclaims 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 the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
WaferGen Bio-systems, Inc.
SOURCE WaferGen Bio-systems, Inc.