UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 30, 2013
| WaferGen Bio-systems, Inc. | ||
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-53252 | 90-0416683 | ||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7400 Paseo Padre Parkway, Fremont, CA | 94555 | |||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (510) 651-4450
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities.
On September 30, 2013 (the “Closing Date”), WaferGen Bio-systems, Inc. (the “Company”) completed the final closing of the previously announced private placement offering (the “Private Placement”) of units (each, a “Unit”) at $50,000 per Unit, each Unit consisting of (1) either 25,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) or 9.9390 shares of the Company’s Series 1 Convertible Preferred Stock, par value $0.001 per share (with each 9.9390 shares having a total liquidation preference $0.01 and being convertible into 25,000 shares of Common Stock) (“Series 1 Preferred Shares”) and (2) warrants to purchase 12,500 shares of Common Stock at an initial exercise price of $2.60 per share (the “Warrants”).
As previously reported, at the initial closing of the Private Placement on August 27, 2013, the Company sold $13,668,500 of Units for net proceeds of approximately $12,300,000. At a subsequent closing on September 30, 2013, the Company sold an additional $1,369,000 of Units for net proceeds of approximately $1,200,000. In the Private Placement, the Company received total gross proceeds of $15,037,500 and issued a total of 5,893,750 shares of Common Stock, 646 Series 1 Preferred Shares (with a $0.001 per share liquidation preference and convertible into a total of 1,625,000 shares of Common Stock) and 3,759,379 Warrants.
National Securities Corporation acted as sole placement agent in connection with the Offering and received compensation of approximately $1,300,000 and warrants to purchase to purchase 25.88 Units at an initial exercise price of $50,000 per Unit.
The Company intends to use the net proceeds from the Private Placement for general corporate and working capital purposes, including commercialization activities intended to increase revenues from sales of the Company’s target enrichment and other products.
For further information concerning the Private Placement and the securities issued thereunder, please refer to the description thereof contained in the Company’s Current Report on Form 8-K filed on August 28, 2013 (the “Prior Form 8-K”) which is incorporated herein by reference. The foregoing descriptions of the Private Placement and the securities issued in connection therewith do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, the forms of which were filed as exhibits to the Prior Form 8-K and are incorporated herein by reference.
The securities issued in the Private Placement were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The securities contain a legend restricting transferability absent registration or applicable exemption. The Purchasers received current information about the Company and had the opportunity to ask questions about the Company. All of the Purchasers were deemed accredited.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the completion of the Private Placement is furnished herewith as Exhibit 99.1. The press release and the information contained in this Current Report on Form 8-K about the Private Placement do not constitute offers to sell or solicitations of offers to buy the Units or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
| Description |
| 99.1 |
| Press Release of the Company dated October 2, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| WaferGen Bio-systems, Inc. | |
| Date: October 2, 2013 | By: | /s/ JOHN HARLAND |
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| John Harland |
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| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. |
| Description |
| 99.1 |
| Press Release of the Company dated October 2, 2013 |
EXHIBIT 99.1
October 2, 2013
FOR IMMEDIATE RELEASE
WaferGen Bio-systems Reports Completion of $15 Million Private Placement Transaction
Proceeds to be used to support commercialization activities intended to increase revenues from sales of target enrichment and other products
FREMONT, Calif., October 2, 2013 /PRNewswire/ -- WaferGen Bio-systems, Inc. (OTCQB: WGBS) announced today that it has completed a private placement to accredited investors of $15,037,500 of units consisting of shares of common stock, shares of Series 1 convertible preferred stock and warrants to purchase shares of common stock.
As previously announced, at the initial closing of the offering on August 27, 2013, the Company sold $13,668,500 of units for net proceeds of approximately $12,300,000. At a subsequent closing on September 30, 2013, the Company sold an additional $1,369,000 of units for net proceeds of approximately $1,200,000. In the private placement, the Company issued a total of 5,893,750 shares of common stock, 646 shares of Series 1 preferred stock (with a $0.001 per share liquidation preference and convertible into a total of 1,625,000 shares of Common Stock) and 3,759,379 five-year warrants with a $2.60 exercise price. For additional details regarding the private placement, please see the current report on Form 8-K filed by the Company on August 28, 2013.
National Securities Corporation acted as sole placement agent in connection with the Offering and received compensation of approximately $1,300,000 cash and warrants to purchase 35.88 units at an initial exercise price of $50,000 per unit.
As previously reported, immediately prior to the initial closing of the private placement, the Company completed a restructuring transaction pursuant to which the Company exchanged shares of Series A-1 preferred stock with a liquidation preference of approximately $17.1 million, convertible notes with a principal amount of approximately $17.1 million and warrants exercisable for 565,180 shares of common stock for 2,987 shares of Series 1 preferred stock (with a $0.001 per share liquidation preference and convertible into a total of 7,513,372 shares of Common Stock), 1,067,317 shares of common stock and 2,369,000 five-year warrants with a $2.60 exercise price.
As a result of the completion of the private placement and the restructuring transaction, the Company’s capital structure has been dramatically simplified and its balance sheet has been significantly strengthened.
The Company intends to use the net proceeds from the private placement for general corporate and working capital purposes, including commercialization activities intended to increase revenues from sales of SmartChip TE (Target Enrichment for Next-Generation Sequencing (NGS)) and SmartChip MyDesign (high-throughput quantitative PCR) products. In particular, SmartChip TE addresses CLIA-certified and clinical research laboratories’ significant unmet needs in sequencing-based testing by providing uniform coverage of targeted genes, yielding better test specificity and sensitivity. The superior performance of this new product is based on WaferGen’s proprietary technology that relies on massively parallel singleplex PCR reactions, where amplification is cleaner and better controlled, thereby providing more accurate diagnostic test results in the downstream sequencing step. On the qPCR side, the SmartChip MyDesign System has a powerful value proposition of content design flexibility, cost-effectiveness, and no need for pre-amplification.
“The successful completion of these restructuring and financing transactions represents a significant achievement for WaferGen. In the past 18 months, we have made great strides to reposition WaferGen for future success in our target markets. We believe our strengthened balance sheet will enable us to implement important commercialization activities that are critical to the success of our business plan,” said Ivan Trifunovich, President and CEO of WaferGen.
About WaferGen and the SmartChip Real-Time PCR System
WaferGen Bio-systems, Inc. is an innovative life science company that offers the SmartChip Real-Time PCR System—a next-generation genetic analysis platform for profiling and validating molecular biomarkers. It provides a range of high-throughput capabilities including microRNA and mRNA gene expression profiling as well as single nucleotide polymorphism (SNP) genotyping. The SmartChip TE System is a new product offering for target enrichment geared towards clinical Next-Gen sequencing.
For additional information, please see http://www.wafergen.com
Forward Looking Statements
Certain statements made in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "could," "seek," "intend," "plan," "estimate," "anticipate" or other comparable terms. Forward-looking statements in this press release may address the following subjects among others: statements regarding the sufficiency of our capital resources, expected operating losses, expected revenues, expected expenses and our expectations concerning our business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Investor Contacts:
BPC Financial Marketing
John Baldissera
800-368-1217
WaferGen Bio-systems, Inc.
John Harland
john.harland@wafergen.com
510-780-2395