Nanogen Enters into Agreement to Restructure its Senior Convertible Notes
Mar 14, 2008
SAN DIEGO, CA (March 14, 2008) – Nanogen, Inc. (Nasdaq: NGEN) announced today that it has entered into agreements with the holders of its 6.25% Senior Convertible Notes due 2010 issued on August 27, 2007 to restructure the indebtedness. In the restructuring, the holders of 6.25% Senior Convertible Notes will exchange an aggregate $ 12.9 million in principal amount of the Old Notes with the Company’s 9.75% Senior Secured Convertible Notes due 2010 with an aggregate principal amount of $15.5 million. The 9.75% Senior Convertible Notes are convertible initially into an aggregate of approximately 22,784,000 shares of common stock of the Company (the “Common Stock”) at an initial conversion price of $0.6803 per share. The terms of the 9.75% Senior Convertible Notes provide for the mandatory payment of the principal in specified periodic installments as well upon certain asset disposition and financing transactions.
The balance of the 6.25% Senior Convertible Notes will remain outstanding, secured by a $7.0 million letter of credit. In connection with the restructuring, Nanogen will grant a collateral agent on behalf of the holders of the 9.75% Senior Convertible Notes a security interest in substantially all of the assets of Nanogen. Upon closing of the restructuring, the conversion price of the remaining 6.25% Senior Convertible Notes and the exercise prices of certain warrants issued in the August 2007 debt financing will be adjusted to an amount equal to $ 0.6803.
As part of the debt restructuring, the holders of its 6.25% Senior Convertible Notes consented to potential sale of certain royalties, such consent being effective upon the consummation of the debt restructuring.
About Nanogen, Inc.
Nanogen (Nasdaq: NGEN) has a strong product and proprietary technology base of diagnostic solutions for two of the fastest growing in vitro diagnostic (IVD) markets—molecular diagnostics and rapid point-of-care testing. The company provides their innovative, high-quality diagnostic products to clinicians and physicians worldwide, making it easier to predict and diagnose diseases, ultimately improving patient care. Products include molecular diagnostic kits and reagents, and kits for rapid, point-of-care testing. Nanogen has pioneered research in areas involving biomedical markers, molecular biology and nanotechnology to bring better results to diagnostics and healthcare. For additional information please visit Nanogen’s website at www.nanogen.com.
Forward-Looking Statement
This press release contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. Actual results may differ materially from these forward-looking statements due to a number of factors and, consequently, you should not rely on such forward looking statement as prediction of future event. These factors include, but are not limited to, the Company’s ability to consummate the sale of the certain royalties, ability to obtain financing, its ability to comply with the terms of its outstanding indebtedness, ability to remain listed on the NASDAQ Global Market, whether patents owned or licensed by the Company will be developed into products, whether the patents owned by Company offer any protection against competitors with competing technologies, whether products under development can be successfully developed and commercialized, whether results reported by our customers or partners can be identically replicated, and other risks and uncertainties discussed under the caption “Risk Factors” in the Company’s Form 10-K or Form 10-Q most recently filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements. These forward-looking statements speak only as of the date hereof. Nanogen disclaims any
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