A Diagnostics & Imaging Week
Electro-Optical Sciences (EOS; Irvington, New York) said it has entered a committed equity financing facility (CEFF) with Kingsbridge Capital, a private investment group, in which Kingsbridge has committed to provide, at the company's sole discretion, up to $45 million in cash during the next three years, through the purchase of newly-issued shares of EOS common stock.
"This financing facility provides us great flexibility in choosing if, and when, to access funds, thereby minimizing shareholder dilution. We view this as an important secondary source of capital to that of more traditional equity financings," said Joseph Gulfo, MD, president/CEO of Electro-Optical Sciences. "The funds are available to us as we proceed through the regulatory pathway and commercialization process for MelaFind, our non-invasive, point of care, computerized system for early melanoma detection."
EOS is not obligated to use any of the $45 million available under the CEFF and there are no minimum commitments or minimum use penalties. EOS has access, at its discretion, to the funds through the sale of newly-issued shares of EOS' common stock. The funds that can be raised under the CEFF over the three-year term will depend on the then-current price for EOS' stock, for the number of shares actually sold may not exceed 19.99% of the company's shares outstanding.
In connection with the CEFF, the company issued a warrant to Kingsbridge to purchase 200,000 shares of common stock at $11.35 a share, representing a 50% premium to the average closing price of the EOS' common stock for the five days preceding the signing of the CEFF agreement.
The company may access capital under the CEFF by providing Kingsbridge with common stock at discounts ranging from 6% to 10%, depending on the average market price of EOS' common stock during the applicable pricing period. The CEFF does not impose any material restrictions on EOS' operating or financial activities, the company noted.
During the term of the CEFF, Kingsbridge is prohibited from engaging in any short selling or derivative transactions related to EOS' common stock.
EOS is focused on designing and developing a non-invasive, point-of-care instrument to assist in the early detection of melanoma. MelaFind features a hand-held imaging device that emits light of multiple wavelengths to capture images of suspicious pigmented skin lesions and extract data. Using sophisticated algorithms, the data are then analyzed against a proprietary database of melanomas and benign lesions in order to provide the clinician with clear and objective information.
In other financing activity:
• Nanosys (Palo Alto, California) and QuantuMDx Group (QMDx; London) reported that QMDx has signed a non-exclusive license agreement with Nanosys for several patents and patent applications related to the use of nanowires for biosensors.
The core intellectual property involves the use of nanowire-based field effect transistors (FETs) as biosensors, which were derived from the work of Dr. Charles Lieber, a professor of chemistry at Harvard, a pioneer in nanotechnology, and one of the founders of Nanosys.
QMDx has secured worldwide rights for the use of nanowires for DNA sequencing and detecting biomarkers associated with disease. In exchange, Nanosys has received an upfront license fee and downstream royalty payments. No other financial details of the deal were disclosed.
While Nanosys owns an extensive IP portfolio around multiple aspects of nanotechnology including nanowire compositions, nanowire synthesis and the use of nanowires and other nanostructures for diverse applications, QMDx will bring its molecular biology and microfluidic technologies to bear on using nanowire based FETs as highly responsive sensors of biomolecules. According to the company, the power of Lieber's technology is that it permits accurate diagnosis and quantification of multiple biomarkers using a small biosensor that lends itself to 'Palm Top' diagnostic devices.
QMDx plans to manufacture and sell devices that are formatted to provide fast, accurate and cost effective point-of-care diagnosis of disease. Furthermore, QMDx plans to develop its DNA sequencing technology with its nanowire biosensors, to enter the genome sequencing market and pioneer the handheld sequencing market.
"Rapid and sensitive biomarker detection, performed at the point of care, at an affordable price point and to standards usually only seen in the referral laboratory will revolutionize care pathways in the developed world and open up a whole new standard of diagnosis in emerging economies," said Elaine Warburton, CEO of QuantuMDx Group. "Whereas present rapid tests still require confirmation in centralized laboratories, our device will negate this need, therefore reducing health costs and significantly improving the care and experience a patient receives."
Nanosys develops nanotechnology-enabled products using high performance inorganic nanostructures.
QMDx Group is developing handheld diagnostic and sequencing technologies based around a nanowire biosensor and innovative microfluidics.
• Response Biomedical (Vancouver, British Columbia) reported that it has filed a preliminary short-form prospectus in each of the provinces and territories of Canada, other than Quebec, in respect of a marketed public offering of units.
Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one additional common share for a period of 24 months from the closing date of the offering.
The offering will be led by an underwriter. The company expects to grant the underwriter an over-allotment option to purchase that number of additional units equal to up to 15% of the units sold pursuant to the offering.
The offering is subject to certain closing conditions as described in the preliminary short form prospectus and receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
The offering will be priced in the context of the market with final terms of the offering to be determined at the time of pricing.
Net proceeds of the offering will be used primarily for general operating expenses and a small percentage for capital acquisitions related to manufacturing capacity expansion to meet product demand created by corporate partnerships with Roche Diagnostics (Indianapolis), 3M Health Care (St. Paul, Minnesota) and Shionogi (Osaka, Japan).
• Metabolon (Research Triangle Park, North Carolina) said it has closed $5.3 million of an anticipated $11 million Series C funding round. This first portion closed on April 30, with the balance expected within the next 60 to 90 days, the company noted.
Metabolon offers global biochemical profiling (metabolomic) services to researchers working in drug safety and toxicology, bioprocess optimization, consumer products and other areas which benefit from insight into complex biochemical processes and how they change in response to experimental variables.
The company's technology has been used to identify biochemical biomarkers useful for the development of a wide range of diagnostics. These markers are being applied to the development of its own diagnostic tools for insulin resistance and prostate cancer, Metabolon said.