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) June 4, 2013
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-31822 | 84-1072256 |
(Commission File Number) | (IRS Employer Identification No.) |
3950 South Country Club, Suite 470, Tucson, Arizona | 85714 |
(Address of principal executive offices) | (Zip Code) |
(520) 365-3100
(Registrant’s telephone number, including area code)
(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) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On June 4, 2013, Accelerate Diagnostics, Inc. (the “Company”) entered into a Standby Purchase Agreement with Abeja Ventures, LLC (the “Standby Purchaser”), pursuant to which the Standby Purchaser has agreed to purchase, at the prevailing subscription price, any and all shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), not subscribed for by the Company’s stockholders pursuant to the exercise of their basic subscription privileges and over-subscription privileges in connection with the rights offering described in Item 8.01 below.
The Standby Purchaser is owned by, among other individuals and entities, Lawrence Mehren, John Patience, Jack Schuler and Matthew W. Strobeck, each of whom is a director of the Company. Messrs. Mehren and Patience also serve as managers of the Standby Purchaser. No fees or other consideration will be paid by the Company to the Standby Purchaser in exchange for its commitment to purchase any and all unsubscribed shares of Common Stock following the rights offering.
The Standby Purchase Agreement also contains other provisions, including conditions to closing, termination rights, and representations, warranties and covenants of the Company and the Standby Purchaser, that are customary for agreements of this type.
The Standby Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein, and the summary set forth above is qualified by reference to the full text of the Standby Purchase Agreement.
Item 8.01 | Other Events. |
On June 4, 2013, the Company issued a press release to publicly announce its plans to complete a rights offering to existing holders of its Common Stock. Upon completion of the rights offering, the Company will receive gross proceeds of approximately $20,000,000 before expenses. As disclosed in Item 1.01 above, the Company has received a standby commitment from the Standby Purchaser to purchase any and all shares of Common Stock that are not subscribed for by stockholders in connection with the rights offering.
The rights offering will be made through the Company’s distribution to its existing stockholders of non-transferable subscription rights to purchase their pro rata portion of newly issued shares of Common Stock. The subscription price has not yet been determined but will be based on the closing market price of the Common Stock, as reported by the NASDAQ Capital Market, on the latest practicable date prior to the launch of the rights offering. The record date for the distribution of the rights and the dates for both the subscription period and the expiration of the rights offering will be included in the final prospectus.
The purpose of the rights offering is to raise equity capital in a cost-effective manner that gives all of the Company’s existing stockholders the opportunity to participate on a pro rata basis. The net proceeds of the offering will be used for working capital and specifically to fund the Company’s business plan and product commercialization efforts.
The rights offering includes an over-subscription privilege, which permits each rights holder that exercises the basic subscription privilege in full the option to purchase additional shares of common stock that remain unsubscribed at the expiration of the offering. The over-subscription privilege is subject to the availability and allocation of shares among holders exercising their over-subscription privilege, as further described in the rights offering documents.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description |
10.1 | Standby Purchase Agreement, dated May 31, 2013, between the Registrant and Abeja Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Form S-3 Registration Statement (No. 333-189065) filed by the Registrant on June 4, 2013) |
99.1 | Press Release issued by the Registrant on June 4, 2013, entitled “Accelerate Diagnostics Announces Plans For Rights Offering To Stockholders” (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 10, 2013 |
ACCELERATE DIAGNOSTICS, INC. (Registrant)
/s/ Steve Reichling Steve Reichling Chief Financial Officer
|
Exhibit Index
ExhibitNo. | Description |
10.1 | Standby Purchase Agreement, dated May 31, 2013, between the Registrant and Abeja Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Form S-3 Registration Statement (No. 333-189065) filed by the Registrant on June 4, 2013) |
99.1 | Press Release issued by the Registrant on June 4, 2013, entitled “Accelerate Diagnostics Announces Plans For Rights Offering To Stockholders” (filed herewith) |
EXHIBIT 99.1
Accelerate Diagnostics Announces Plans
For Rights Offering To Stockholders
Company to raise $20,000,000 to fund business plan and product commercialization efforts
TUCSON, Ariz., June 4, 2013—Accelerate
Diagnostics, Inc. (NASDAQ: AXDX), an in vitro diagnostics company dedicated to providing solutions for the global challenge of
drug resistant organisms and hospital acquired infections, today announced that it has filed a Registration Statement on Form S-3
with the Securities and Exchange Commission (the “SEC”) for a rights offering to existing holders of its common stock.
Upon completion of the rights offering, the Company will receive gross proceeds of approximately $20,000,000 before expenses. The
Company has received a standby commitment from Abeja Ventures, LLC, which is owned by, among other individuals and entities, Lawrence
Mehren, John Patience, Jack Schuler and Matthew W. Strobeck, each of whom is a director of the Company. The standby purchaser has
agreed to purchase any and all shares of common stock that are not subscribed for by stockholders in connection with the rights
offering.
The rights offering will be made through the Company’s distribution to its existing stockholders
of non-transferable subscription rights to purchase their pro rata portion of newly issued shares of the Company’s
common stock. The subscription price has not yet been determined but will be based on the closing market price of the Company’s
common stock, as reported by the NASDAQ Capital Market, on the latest practicable date prior to the launch of the rights offering.
The record date for the distribution of the rights and the dates for both the subscription period and the expiration of
the rights offering will be included in the final prospectus.
The purpose of this rights offering is to raise equity capital in a cost-effective manner that gives
all of the Company’s existing stockholders the opportunity to participate on a pro rata basis. The net proceeds of the offering
will be used for working capital and specifically to fund the Company’s business plan and product commercialization efforts.
The rights offering includes an over-subscription privilege, which permits each rights holder that exercises
the basic subscription privilege in full the option to purchase additional shares of common stock that remain unsubscribed at the
expiration of the offering. The over-subscription privilege is subject to the availability and allocation of shares among holders
exercising their over-subscription privilege, as further described in the rights offering documents.
A Registration Statement relating to these securities has been filed with the SEC but has not yet
become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement
is declared effective. A copy of the prospectus forming a part of the Registration Statement may be obtained free of charge at
the website maintained by the SEC at www.sec.gov or by contacting Steve Reichling at (520) 365-3100. The rights will be issued
to holders of the Company’s common stock as of a record date, which has yet to be determined. We will provide notice of the
record date in the future at such time as it is determined. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Accelerate Diagnostics, Inc.
Accelerate Diagnostics, Inc. is a corporation organized under the laws of the State of Delaware. The Company is an in vitro diagnostics company dedicated to providing solutions for the global challenge of drug resistant organisms and hospital acquired infections. It is focused on developing and commercializing innovative diagnostic systems for the rapid identification and antibiotic susceptibility testing of infectious pathogens. The Company’s revolutionary BACcel™ platform utilizes a proprietary culture-free process with both genomic and phenotypic detection technologies that significantly decreases time to result while achieving high sensitivity and specificity. In addition to the BACcel system development pipeline, the Company also owns and licenses its proprietary OptiChem™ surface coatings technology, which has numerous applications for binding in bio-analytical systems, such as microarrays. The Company’s website address is www.acceleratediagnostics.com.
Forward-Looking Statements
This press release contains words such as “expects,” “shall,” “will,” “believes” and other similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company’s current beliefs, known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company's results of operations, performance and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. For a full discussion of the Company’s risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in Item 1A in the Company’s Transition Report on Form 10-KT, filed with the SEC on March 20, 2013. In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.