Matritech Announces $4.36 Million Financing, Elects Two New Directors
23 Janvier 2007 - 2:20PM
Business Wire
Matritech (AMEX: MZT), a leading marketer and developer of
protein-based diagnostic products for the early detection of
cancer, today announced that it has closed a $4.36 million private
placement (the �Financing�) of Series B 15% Secured Convertible
Promissory Notes maturing December 13, 2007 (the �Notes�) and
warrants to purchase 4,157,143 shares of common stock of the
Company (the �Warrants�). Current investors SDS Capital Group SPC
Ltd., H&Q Life Science Investors and various ProMed funds were
significant participants in the Financing. The Notes are currently
convertible into 6,928,572 shares of common stock and allow for
payment of interest and principal in cash or, provided certain
conditions are met,�by issuing�common stock. The Warrants have an
exercise price of $0.63 per share and are exercisable for five
years. Until stockholder approval of certain provisions in the
Notes and Warrants is received by the Company, stock issuances
under the Notes and Warrants may not be made at an effective
conversion price below $0.63. Certain anti-dilution provisions of
both the Notes and the Warrants are also subject to stockholder
approval. The Company intends to present these matters and, if the
Company determines it is necessary in order to be able to satisfy
its obligations under the Notes and the Warrants, an amendment to
the Company�s Certificate of Incorporation to increase the number
of authorized shares of common stock, to its stockholders for
approval on or before April 18, 2007. Matritech�s net proceeds from
the Financing are approximately $3.8 million after deducting the
estimated expenses and commissions in connection with the
transaction. Matritech has also issued to the placement agent in
the Financing a warrant to purchase 55,556 shares of common stock
at a price of $0.76 per share exercisable for five years.
Commenting on the Financing, Matritech�s Chairman and Chief
Executive Officer, Stephen D. Chubb, said �The new financing
affords Matritech the opportunity to continue the momentum we have
developed in the sales of our NMP22 BladderChek Test. Equally
important, this funding demonstrates the commitment of our
investors to the long-term success of the Company. We look forward
to sharing our outlook for 2007 when we report our full year 2006
results on February 6th.� Matritech intends to use the net proceeds
from this Financing for research and development, selling and
marketing expenses, working capital and for general corporate
purposes. The securities sold in this Financing have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold absent registration under, or an applicable
exemption from the registration requirements of, the Securities
Act. These securities were offered and sold only to accredited
investors. The Financing triggered the anti-dilution provisions in
(i) the Company�s 15% Secured Convertible Promissory Notes dated
January 13, 2006 (the �January 2006 Notes�), so that such January
2006 Notes currently have a conversion price of $0.63 per share,
thus making the January 2006 Notes convertible into an additional
284,561 shares of the Company�s common stock, and (ii) various
warrants to purchase an aggregate of approximately 7,496,264 shares
of common stock previously issued by the Company, so that the
warrants have revised exercise prices of $0.63 per share. This
press release does not and will not constitute an offer to sell or
the solicitation of an offer to buy the Company�s securities. This
press release is being issued in accordance with Rule 135c under
the Securities Act. David B. Musket and Robert J. Rosenthal, Ph.D.
Elected to Board of Directors The Company also announced that the
Company�s Board of Directors has been expanded to 11 members and
David B. Musket and Robert J. Rosenthal, Ph.D. were elected to its
Board of Directors on January 22, 2007. Since 1991, Mr. Musket has
been President of Musket Research Associates, Inc., an investment
banking firm focused on emerging healthcare companies which served
as placement agent for the Company in financing transactions
completed in 2005 and 2006. In 1996 Mr. Musket co-founded ProMed
Management, an investment firm which controls a family of
healthcare funds which have acquired common stock, preferred stock,
convertible notes and warrants issued by the Company including
those issued in the Financing announced today. From 1984 to 1989,
Mr. Musket served as a pharmaceutical analyst at Goldman Sachs
& Co. Currently, Mr. Musket serves as a member of the
Harvard-MIT Health Sciences and Technology Advisory Council and
serves as a member of the board of directors of Conor MedSystems,
Inc. (NASDAQ:CONR) and TherOx, Inc. Dr. Rosenthal has been
president, chief executive officer and a member of the board of
directors of Magellan Biosciences, Inc., a private biotechnology
company engaged in the development and marketing of rapid
point-of-care analyzers and automated systems for hospital-based
labs and near-patient testing, since 2005. From 2003 to 2006, he
served as president, chief executive officer and a member of the
board of directors of TekCel, Inc., a private manufacturer of
automated sample-management systems for life science research. Dr.
Rosenthal was president and CEO of Boston Life Sciences, an R&D
development-stage biopharmaceutical company from 2002 to 2003. From
2001 to 2002, Dr. Rosenthal was president and chief executive
officer of Magellan Discovery Technologies, LLC, a private company
focused on development of drug discovery tools. In addition to the
Magellan and subsidiary boards, Dr. Rosenthal serves as a director
for several other companies, including the board of Cambrius, a
private sensor-technology company focused on process solutions and
the University of Maryland Department of Chemistry and Biochemistry
Board of Advisors. He is also a member of the University of
Maryland, College of Chemical and Life Sciences Board of Visitors.
About Matritech Matritech is using its patented proteomics
technology to develop diagnostics for the detection of a variety of
cancers. The Company�s first two products, the NMP22� Test Kit and
NMP22� BladderChek� Test, have been FDA approved for the monitoring
and diagnosis of bladder cancer. The NMP22� BladderChek� Test is
based on Matritech�s proprietary nuclear matrix protein (NMP)
technology, which correlates levels of NMPs in body fluids to the
presence of cancer. Beginning with a patent portfolio licensed
exclusively from the Massachusetts Institute of Technology (MIT),
Matritech�s patent portfolio has grown to 14 other U.S. patents. In
addition to the NMP22 protein marker utilized in the NMP22� Test
Kit and NMP22� BladderChek� Test, the Company has discovered other
proteins associated with cervical, breast, prostate, and colon
cancer. The Company�s goal is to utilize protein markers to
develop, through its own research staff and through strategic
alliances, clinical applications to detect cancer. More information
about Matritech is available at www.matritech.com. Statement under
the Private Securities Litigation Reform Act Any forward-looking
statements in this press release including those related to the
Company's expectations regarding its use of the proceeds from the
Financing, whether stockholder approval will be obtained, the sales
outlook for its NMP22� BladderChek� Test, current and future
products and business prospects are subject to a number of risks
and uncertainties, many of which are beyond the Company's control.
These forward-looking statements are neither promises nor
guarantees. There can be no assurance that the Company's
expectations for its products or future financial performance will
be achieved. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Matritech undertakes no responsibility to update any such
forward-looking information. The risks and uncertainties that may
affect forward-looking statements are detailed in the Company�s
filings with the Securities and Exchange Commission.
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