Lumera Secures $25 Million Committed Equity Financing Facility
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Lumera Corporation (NASDAQ:LMRA), a leader in the field of photonic
communications, announced today 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
up to $25 million of capital during the next three years through the
purchase of newly issued shares of Lumera common stock. Under the terms
of the agreement, Lumera will determine the exact timing and amount of
any CEFF financings, subject to certain conditions. The CEFF allows
Lumera to raise capital, at its discretion, to support Lumera’s
corporate, research and development activities.
"Lumera is pleased to begin its relationship
with Kingsbridge,” said Peter Biere, Lumera’s
Senior Vice President and Chief Financial Officer. "This
new facility, which adds a strategic financing dimension for Lumera,
gives us the potential to access up to $25 million in capital over the
next three years. The new CEFF will be a less expensive, and therefore
less dilutive, source of capital than that of more traditional capital
market financings. Lumera currently has enough cash to cover our needs
at least into the second quarter of 2009. We will continue to evaluate
our capital needs as each of our businesses develops.”
Under the terms of the CEFF, Lumera can access up to $25 million from
Kingsbridge in exchange for newly issued shares of Lumera’s
common stock. Lumera may access the capital for up to three years after
the Securities and Exchange Commission declares effective the
registration statement to be filed by Lumera covering the resale of the
shares of common stock issuable in connection with the CEFF.
Lumera may access capital under the CEFF in tranches between 2% and 3%
of its market capitalization at the time of the draw down of such
tranche, subject to certain conditions. Each tranche will be issued and
priced over an eight-day pricing period. Kingsbridge will purchase
shares of common stock pursuant to the CEFF at discounts ranging from 6%
to 12% depending on the average market price of the common stock during
the eight-day pricing period, provided that the minimum acceptable
purchase price for any shares to be issued to Kingsbridge during the
eight-day period is determined by the higher of $1.25 or 90% of Lumera’s
common stock closing price the day before the commencement of each draw
down.
Kingsbridge is restricted from engaging in any shorting transaction of
Lumera’s common stock during the term of the
agreement.
Lumera has complete control over all draw downs, is not obligated to
utilize any of the $25 million available under the CEFF and there are no
minimum commitments or minimum use penalties. The CEFF agreement does
not contain any restrictions on Lumera’s
operating activities. The agreement does not prohibit Lumera from
conducting additional debt or equity financing, other than financings
similar to the CEFF.
In connection with the CEFF, Lumera issued a warrant to Kingsbridge to
purchase up to 180,000 shares of common stock at an exercise price of
$3.01 per share, which represents a 125% premium over the average of the
closing bid prices of Lumera common stock during the 5 trading days
preceding the signing of the agreement. The warrant will become
exercisable after the six-month anniversary of the date of the agreement
and will remain exercisable, subject to certain exceptions, until five
years after the date it becomes exercisable.
The securities issuable in connection with the CEFF and upon the
exercise of the warrant issued to Kingsbridge 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. Lumera has agreed to file a registration
statement for the resale of the shares of common stock issuable in
connection with the CEFF and the shares of common stock underlying the
warrant within 60 days of the date of the agreement. This press 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 in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of
any such state.
About Lumera
Lumera is a leader in photonic communications. The company designs
electro-optic components based on proprietary polymer compounds for the
telecommunications and computing industries. Through its wholly owned
subsidiary, Plexera Bioscience LLC, the company is also in the
bioscience industry. Plexera is focused on providing the life sciences
market with tools, content, and methods to simplify and accelerate
proteomic discovery for therapeutic antibodies as well as predictive
biomarkers. For more information, please visit www.lumera.com.
Certain statements contained in this release are forward-looking
statements that involve a number of risks and uncertainties. Factors
that could cause actual results to differ materially from those
projected in the company's forward-looking statements include the
following: market acceptance of our technologies and products; our
ability to obtain financing; our financial and technical resources
relative to those of our competitors; our ability to keep up with rapid
technological change; government regulation of our technologies; our
ability to enforce our intellectual property rights and protect our
proprietary technologies; the ability to obtain additional contract
awards and to develop partnership opportunities; the timing of
commercial product launches; the ability to achieve key technical
milestones in key products; and other risk factors identified from time
to time in the company's SEC reports, including its Annual Report on
Form 10-K, and its Quarterly Reports on Form 10-Q.