Nanosphere, Inc. (NASDAQ:NSPH) , a company enhancing medicine through targeted molecular diagnostics, announced the closing of its previously announced registered direct offering of $4,400,000 of Series A Convertible Preferred Stock (which are convertible into a total of 1,168,659 shares of common stock at a conversion price of $3.765) and warrants to purchase shares of common stock exercisable for up to 1,168,659 additional shares of common stock, in the aggregate. The warrants have an exercise price of $3.65 per share and are exercisable for 5 years commencing six months from the closing date. The preferred stock is perpetual and does not have a required dividend right or voting rights and has a liquidation preference of $0.01 per share. The preferred stock has a limitation on conversion into common stock to preclude the holder from acquiring beneficial ownership of more than 4.99% of our outstanding common stock, which may be increased to 9.99% in certain circumstances. As part of the fee payable to the placement agent in connection with the offering, Nanosphere also issued to the placement agent and certain of its principals warrants to purchase an aggregate of 70,120 shares of common at an exercise price of $4.45per share. H.C. Wainwright & Co. acted as the exclusive placement agent in connection with this offering. Terms of the Series A Convertible Preferred Stock and the common stock warrants are described in the Company’s current report on Form 8-K filed with the SECon May 14, 2015.
Net proceeds from the sale of the shares of Series A Convertible Preferred Stock and the common stock warrants after placement agent fees and other offering expenses are approximately $4.0 million. Nanosphere intends to use the proceeds of the offering for general corporate purposes and working capital.
The issuance and sale of the Series A Preferred Stock was made pursuant to a prospectus supplement dated May 11, 2015 to Nanosphere’s shelf registration statement on Form S-3 (File No. 333-183916) which became effective on November 5, 2012. The warrants described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), were issued in a concurrent private placement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC’swebsite at http://www.sec.gov, or from H.C. Wainwright & Co. by e-mailing email@example.com.
Also on May 14, 2015, Nanosphere entered into a loan agreement that provides for a new $30 million debt facility with NSPH Funding, LLC, an affiliate of Life Sciences Alternative Funding, LLC (“LSAF”), and SWK Funding, LLC (“SWK”), and immediately drew down$20 million from this new debt facility. Concurrent with the closing of the initial $20 million tranche of this new debt facility, Nanosphere terminated its existing debt facility with Silicon Valley Bank and Oxford Finance, LLC and repaid approximately $8.9 million in full satisfaction of all liabilities and obligations to Silicon Valley Bank and Oxford Finance, LLC. Nanosphere intends to use the remaining proceeds of the new debt facility with LSAF and SWK for general corporate purposes and working capital, including the continued development of Nanosphere’s next generation Verigene system. Terms of the new debt facility are described in the Company’s current report on Form 8-K filed with the SEC on May 14, 2015. (Original Source)
Shares of Nanosphere closed yesterday at $4.08 . NSPH has a 1-year high of $35.60 and a 1-year low of $3.50. The stock’s 50-day moving average is $4.20 and its 200-day moving average is $6.12.
On the ratings front, Nanosphere has been the subject of a number of recent research reports. In a report issued on May 13, Piper Jaffray analyst William Quirk maintained a Hold rating on NSPH, with a price target of $3.50, which implies a downside of 14.2% from current levels. Separately, on the same day, Canaccord Genuity’s Mark Massaro reiterated a Buy rating on the stock and has a price target of $5.
According to TipRanks.com, which ranks over 7,500 financial analysts and bloggers to gauge the performance of their past recommendations, William Quirk and Mark Massaro have a total average return of 7.6% and -7.8% respectively. Quirk has a success rate of 59.1% and is ranked #1305 out of 3602 analysts, while Massaro has a success rate of 43.3% and is ranked #3497.
Nanosphere Inc develops, manufactures and markets molecular diagnostics platform, the Verigene System, which enables sensitive genomic and protein testing on a single platform.