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BG Medicine, Inc. Enters Into $12 Million Common Stock Purchase Agreement With Aspire Capital Fund, LLC

WALTHAM, Mass., Jan. 24, 2013 (GLOBE NEWSWIRE) -- BG Medicine, Inc. (Nasdaq:BGMD), a company focused on the development and commercialization of novel cardiovascular diagnostics, today announced that it has entered into a common stock purchase agreement with Aspire Capital Fund, LLC. Aspire has committed to purchase up to $12 million of BG Medicine's common stock from time to time as directed by BG Medicine over the next two years at prices based on prevailing market prices over a period preceding each sale after the SEC declares a registration statement effective relating to the transaction.

Key aspects of the purchase agreement include:

  • BG Medicine will control the timing and amount of any sales of common stock to Aspire and will know the sales price before directing Aspire to purchase shares;
  • Aspire has no right to require any sales by BG Medicine, but is obligated to make purchases as BG Medicine directs, in accordance with the terms of the purchase agreement;
  • There are no limitations on use of proceeds, financial covenants, restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the purchase agreement;
  • The purchase agreement may be terminated by BG Medicine at any time, at its discretion, without any additional cost or penalty; and
  • BG Medicine has issued to Aspire 132,743 common shares as consideration for entering into the purchase agreement.

BG Medicine will use the net proceeds from the sales of common stock for general corporate purposes and working capital requirements.

The Company also entered into a registration rights agreement with Aspire in connection with its entry into the purchase agreement that requires the Company to register the shares sold to Aspire for resale on a new registration statement on Form S-1. A more complete and detailed description of the transaction is set forth in the Company's Current Report on Form 8-K, filed today with the U.S. Securities and Exchange Commission.

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