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.