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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
FEBRUARY 4, 2000
BIOSPHERE MEDICAL, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-23678 04-3216867
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
111 LOCKE DRIVE, MARLBOROUGH, MA 01752
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 357-7500
There are 5 pages in this Report, including an exhibit.
Page 1 of 5
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ITEM 5 - OTHER EVENTS
BioSphere Medical, Inc. has sold in a private placement 653,887 shares of
the Company's common stock, par value $0.01 per share, and warrants to purchase
163,468 shares of the Company's common stock, at an aggregate price of $9.00 for
one share of common stock and a warrant to acquire one quarter of one share of
common stock. All shares of common stock and warrants in this private placement
have been offered directly by the Company.
The net proceeds from the sale of the common stock and warrants shall be
used for capital expenditures, working capital and other general corporate
purposes.
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ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.4 Press Release dated February 4, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIOSPHERE MEDICAL, INC.
Date: February 9, 2000
By: /s/ Robert M. Palladino
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Robert M. Palladino
Chief Financial Officer
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Exhibit 99.4
Contact:
BioSphere Medical, Inc.
Robert M. Palladino, Chief Financial Officer
508-357-7688
BIOSPHERE MEDICAL COMPLETES APPROXIMATELY $5.9 MILLION PRIVATE PLACEMENT
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MARLBOROUGH, Mass.--(BW HealthWire)--Feb. 4, 2000--BioSphere Medical, Inc.
(OTCBB:BSMD - news), a medical device company that is pioneering the use of
patented and proprietary bioengineered microspheres in embolotherapy, announced
today that it has completed an approximate $5.9 million private placement of
common stock and warrants.
Investors purchased 653,887 shares of BioSphere Medical common stock at a price
of $9 per share and warrants to purchase 163,468 shares of common stock. The
exercise price of the warrants is equal to $20.00 per share of common stock and
will expire on February 4, 2005. The net proceeds from this private placement
will be used for general corporate purposes including product development, sales
and marketing.
Stated President and CEO John Carnuccio, "The funds from this private placement
provide BioSphere Medical additional liquidity and enhance our ability to
execute several key initiatives."
BioSphere Medical, Inc., based in Marlborough, Massachusetts, is a medical
device company focused on embolotherapy, the treatment of tumors and vascular
disease by occluding blood flow. The Company is pioneering the use of patented
and proprietary bioengineered microspheres as a new class of embolics.
This press release contains forward-looking statements that involve risks and
uncertainties, including those relating to the long-term growth of the Company.
Among the important factors that could cause actual events to differ materially
from those indicated by forward-looking statements in this release are the
failure of the Company to achieve or maintain necessary regulatory approvals,
either in the United States or internationally, with respect to the manufacture
and sale of its products; to successfully develop and commercialize the
Embosphere Microspheres technology for Uterine Artery Embolization and other
applications; to provide patent and other proprietary protection for the
Company's products and to garner the necessary U.S. regulatory approvals for
such technology; the absence of, or delays and cancellations of, product orders;
the delay in the introduction of new products; competitive pressures; the
inability of the Company to raise additional funds, if needed, to finance the
development, marketing, and sales of its products; general economic conditions;
as well as those risk factors detailed in the periodic reports filed by the
Company with the Securities and Exchange Commission.
