SOUTH SAN FRANCISCO, Calif., Jan. 12 /PRNewswire-FirstCall/ -- Monogram Biosciences, Inc. today announced that it has entered into an agreement to sell $30 million aggregate principal amount of 0% Convertible Senior Unsecured Notes due 2026 to a single qualified institutional buyer. Proceeds to the Company, before fees and expenses, will be $22.5 million. The closing of the transaction is expected to occur later today.
The principal amount of the notes will be convertible into shares of Monogram’s common stock at a conversion price of $2.52 per share.
Monogram is obligated to file a registration statement registering the notes and the shares of Common Stock underlying the notes within sixty days of closing. After this registration statement is effective, Monogram will have the option to cause all or any portion of the notes to automatically convert into Common Stock at such time as the closing price of Monogram’s common stock is greater than $3.15 for twenty out of thirty consecutive trading days and the satisfaction of certain other conditions. Subject to certain conditions, the notes may be redeemed by Monogram at any time following December 31, 2009 at their accreted value. The holders of the notes may cause Monogram to repurchase the notes on each of December 31, 2011, December 31, 2016 and December 31, 2021 at the principal amount thereof. The notes will be unsecured and subordinated to the Company’s outstanding senior debt, including the $25 million 3% Senior Secured Convertible Note due May 19, 2010 issued to Pfizer in May 2006 and the Company’s line of credit with Merrill Lynch.
The proceeds of the convertible financing, together with over $30 million in cash and investments held by the Company as of the end of 2006, are expected be used for general corporate purposes, working capital and to provide support for commercialization of HIV and oncology assays.
The announcement of the placement of notes as detailed in this press release shall not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy the notes or the shares of common stock issuable upon conversion of the notes. The convertible notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
contacts: Alfred G. Merriweather Jeremiah Hall Chief Financial Officer Feinstein Kean Healthcare Tel: 650 624 4576 Tel: 415 677-2700 amerriweather@monogrambio.comjeremiah.hall@fkhealth.com
Monogram Biosciences, Inc.
CONTACT: Alfred G. Merriweather, Chief Financial Officer, +1-650-624-4576, amerriweather@monogrambio.com; Jeremiah Hall, Feinstein KeanHealthcare, +1-415-677-2700, jeremiah.hall@fkhealth.com
