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Electro-Optical Sciences Secures Committed Equity Financing Facility of $45 Million
| Source: Electro-Optical Sciences, Inc.
IRVINGTON, NY--(Marketwire - May 8, 2009) - Electro-Optical Sciences, Inc. ("EOS")
(NASDAQ : MELA ) today announced that it has entered into a Committed Equity
Financing Facility (CEFF) with Kingsbridge Capital Limited, 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 Electro-Optical
Science's 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 V. Gulfo, MD, President and 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 utilize 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 per share, representing a
50% premium to the average closing price of the company's 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 six to ten percent, 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. During the term of the CEFF, Kingsbridge
is prohibited from engaging in any short selling or derivative transactions
related to EOS' common stock.
The securities issuable pursuant to the CEFF and upon exercise of the
warrant have not been registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration under the
Securities Act of 1933 and applicable state securities laws or available
exemptions from registration requirements. EOS has agreed to file a
registration statement with respect to the resale of shares issued pursuant
to the CEFF and underlying the warrant within 60 days of the date of the
CEFF agreement.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any state which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities
laws of any such state. Any offering of EOS' common stock under the
registration statement referred to above will be made only by means of a
prospectus.
About Electro-Optical Sciences
EOS is a medical device company 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.
For more information on EOS, visit www.eosciences.com.
Safe Harbor
This press release includes "forward-looking statements" within the meaning
of the Securities Litigation Reform Act of 1995. These statements include
but are not limited to our plans, objectives, expectations and intentions
and other statements that contain words such as "expects," "contemplates,"
"anticipates," "plans," "intends," "believes" and variations of such words
or similar expressions that predict or indicate future events or trends, or
that do not relate to historical matters. These statements are based on our
current beliefs or expectations and are inherently subject to significant
uncertainties and changes in circumstances, many of which are beyond our
control. There can be no assurance that our beliefs or expectations will be
achieved. Actual results may differ materially from our beliefs or
expectations due to economic, business, competitive, market and regulatory
factors.