Nanosphere (Northbrook, Illinois), a company that develops molecular diagnostics systems, reported the pricing of its previously disclosed underwritten public offering of 4.7 million shares of its common stock at a price of $7 a share.
In connection with the offering, the company has also granted the underwriter a 30-day option to purchase up to an additional 705,000 shares of common stock to cover over-allotments, if any. Piper Jaffray & Co. acted as the sole manager for the offering.
Nanosphere expects to raise about $30.6 million in net proceeds from the offering. If the underwriter exercises its over-allotment option in full, net proceeds will be roughly $35.3 million, the company said. The offering is expected to close on Wednesday.
"We were already fairly well capitalized, however this really helped us shore up liquidity and reduce risks so we can move forward with the many initiatives we have underway at the company," Roger Moody, CFO at Nanosphere, told Medical Device Daily.
Moody said the company intends to use the net proceeds from the offering for general corporate purposes and working capital. In its filing with the Securities and Exchange Commission the company says it has not designated any portion of the net proceeds from this offering to be used for any particular purpose.
Nanosphere makes an advanced molecular diagnostics platform, the Verigene System, for direct genomic and ultra-sensitive protein detection. According to the company, the technology enables simple, low cost and highly sensitive genomic and protein testing on a single platform.
The offering comes on the heels of the company receiving FDA 510(k) clearance for its influenza A & B and respiratory syncytial virus (RSV) test and the Verigene SP System, with complete sample-to-result automation. Nanosphere reported submitting the 510(k) application in August (Medical Device Daily, Aug. 26, 2009).
"We are very pleased to receive clearance to provide our customers a better performing and easier to use solution for diagnosing influenza and RSV viruses in time for this flu season," President/CEO William Moffitt said in a company statement. "The attention drawn to this flu season has highlighted the need for a respiratory virus test that offers better sensitivity than the rapid strip tests and faster and easier testing than cultures or currently available molecular tests. Our assay addresses these needs and demonstrates the power and flexibility of the Verigene System. Nanosphere's respiratory virus assay run on the Verigene SP platform provides clinicians with the first sample-to-result system that combines the benefits of high sensitivity and specificity with ease of use and rapid turn-around time."
Nanosphere says the Verigene SP provides automated sample-to-result molecular diagnostics capabilities in a multiplexed, random-access, modular system utilizing the same imaging technology as the first generation Verigene, allowing for complementary or stand alone integration into both molecular and microbiology laboratories.
"It's a second-generation platform that includes sample prep and so it makes it easier for hospitals to perform very specific and easy-to-use flu tests," Moody explained.
According to the company's SEC filing, its nanoparticle technology simplifies molecular diagnostic testing, provides the ability to run multiple tests simultaneously on the same sample and has the potential to run a broad menu of tests on a single platform. The company said in the filing that it has developed or is in the process of developing diagnostic tests for markers which reveal the existence of a variety of medical conditions including cardiovascular, respiratory, cancer, autoimmune, neurodegenerative and other infectious diseases, as well as for pharmacogenomics.
Nanosphere also noted in its SEC filing that it is currently working with the FDA on a joint research program to develop an H5N1 avian flu assay. The company also says it has developed and delivered a biosecurity platform for the detection of various bioterrorism agents to the Technical Support Working Group, an agency affiliated with the U.S. Department of Defense.
The company's patent portfolio is comprised, on a worldwide basis, of 131 issued patents and 98 pending patent applications which Nanosphere owns directly or for which it is the exclusive licensee. Many of its issued and pending patents were exclusively licensed from the International Institute for Nanotechnology at Northwestern University (Evanston, Illinois) in May 2000 and they generally cover the company's core technology, including nanotechnology based biodiagnostics and biobarcode technology.
In the filing, Nanosphere listed as a risk factor that because the price per share of its common stock being offered is substantially higher than the book value per share of its common stock, buyers would suffer "substantial dilution" in the net tangible book value of the common stock purchased in the offering.
In other financing activity, ProUroCare Medical (Minneapolis), a company that makes medical imaging products, reported that it is extending the offering period of its current tender offer to holders of certain outstanding warrants, to provide additional time to review amended offering materials. The offer, which commenced on Sept. 25, was originally scheduled to expire on Oct. 30, and is now scheduled to expire at 1 p.m. Central Time on Nov. 6.
ProUroCare said the offer extension was made as a result of its decision to amend its registration statement on a different form in response to communications from the SEC. The economic terms of the offering have not been changed, the company said.
Amanda Pedersen; 229-471-4212