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BG Medicine Prices Public Offering, Reaches Stock Purchase Agreement

NEW YORK (GenomeWeb News) – BG Medicine today announced a public offering of its stock that it expects to bring in $11.1 million in net proceeds.

The cardiovascular diagnostics firm also announced a common stock purchase agreement for up to $12 million, as well as preliminary financials for the fourth quarter and full-year ended Dec. 31, 2012.

The company is selling 6 million shares of its stock in the public offering at a price of $2 per share. Net proceeds from the offering will go toward operations, including advancing commercialization of BGM's tests in the US and Europe, as well as general corporate purposes, it said.

The offering is expected to close on or about Jan. 30, and BGM has granted its underwriter, Lazard Capital Markets, a 30-day option to purchase an additional 900,000 shares to cover any over-allotment.

In a document filed with the US Securities and Exchange Commission, the Waltham, Mass.-based company said that certain BGM directors and their affiliates are interested in purchasing an aggregate of $4 million in the offering.

The company also said it has entered into a purchase agreement with Aspire Capital Fund, which has committed to purchase up to $12 million of BGM stock from time to time during the next two years at prevailing market prices during a period preceding each sale.

BGM has issued an initial 132,743 shares to Aspire in consideration of the agreement, it said. Net proceeds from the sale will be used for general corporate purposes and working capital requirements.

BGM also released preliminary earnings for the fourth quarter and full-year 2012 today.

For the quarter, total revenues are expected to be about $1.1 million, compared to $400,000 during the fourth quarter of 2011. Product revenues totaled $1.0 million, up from $300,000 a year ago.

Its net loss in the quarter is anticipated at $5.5 million, or $.27 per share, compared to a net loss of $4.7 million, or $.23 per share, in the year-ago period.

Consensus analyst estimates are for $940,000 in revenues for the quarter with a net loss per share of $.32.

Full-year 2012 revenues are expected to come in at $2.8 million, compared to $1.6 million a year ago. It anticipates product revenues of $2.6 million, up from $500,000 a year ago.

BGM expects a net loss for the year of $26.4 million, or $1.31 per share, compared to a net loss of $17.6 million, or $1.00 per share, a year ago.

Consensus Wall Street estimates are for $2.7 million in revenues with a net loss per share of $1.36.

The firm expects to report cash and cash equivalents of $13.2 million as of the end of 2012.

During the third-quarter earnings announcement, BGM said it was restructuring its business to accelerate commercial operations. The restructuring includes the reorganization of its R&D operations and layoffs.

It said today in a separate SEC document that net proceeds from its public offering as well as its purchase agreement with Aspire are expected to provide the company with funds sufficient to last through 2015.

The company was warned by Nasdaq in December that it was not in compliance with a listing requirement. Earlier this month, however, BGM regained compliance.

In morning trading, shares of BGM were down 15 percent at $2.10.