IRVINGTON, N.Y., July 22, 2014 (GLOBE NEWSWIRE) -- MELA Sciences, Inc. (Nasdaq:MELA), developer of the MelaFind ® system, an optical diagnostic device approved for use in the U.S. and the European Union to assist dermatologists in melanoma diagnosis, announced today that it entered into a definitive securities purchase agreement with entities affiliated with institutional investors in connection with a private placement of approximately $15.0 million aggregate principal amount of senior secured convertible debentures, 12,300 shares of Series B convertible preferred stock at a price of $1,000 per share, and warrants to purchase approximately 11.2 million shares of common stock at an exercise price of $2.45 per share.
Subject to certain ownership limitations, the debentures are convertible into approximately 5.8 million shares of common stock at an initial conversion price of $2.565 per share, will bear interest at 4% per year, and will mature on the five year anniversary of the date of issuance. The Series B convertible preferred stock is convertible at any time into an aggregate of approximately 4.8 million shares of common stock at an initial conversion price of $2.565 per share. The Series B convertible preferred stock is only entitled to dividends in the event dividends are paid on the Company's common stock and will not have any preferences over the Company's common stock, including liquidation rights. Of the warrants issued, 5.0 million will expire eighteen months from the date of issuance, and 6.1 million will expire five years from the date of issuance. The Company's obligations under the debentures are secured by a first priority lien on all of the Company's intellectual property.
H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the transaction. The transaction was led by Sabby Management, Broadfin Capital LLC and Great Point Partners, LLC, each a healthcare dedicated investor.
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