Northfield Announces Financing
March 13 2009 - 7:00AM
Business Wire
Northfield Laboratories Inc. (Nasdaq: NFLD) announced today that
it has obtained a commitment to purchase shares of convertible
preferred stock pursuant to a registered direct offering to a
single institutional investor, representing gross proceeds of
approximately $1.4 million. The preferred stock is convertible into
shares of Northfield�s common stock at the option of the investor
at a price of $0.265 per share.
The investor will also receive warrants to purchase 5,404,652
shares of Northfield�s common stock. The warrants have an exercise
price of $0.53 per share and are exercisable at any time after the
six-month anniversary of the closing of the transaction and before
the fourth anniversary of such initial exercise date. The closing
of the offering is expected to take place on or before March 18,
2009, subject to the satisfaction of customary closing conditions.
Northfield plans to use the net proceeds from the offering for
general corporate purposes, including general and administrative
expenses and expenses in connection with the regulatory review of
Northfield�s PolyHeme� investigative human hemoglobin-based red
cell substitute product.
The shares and warrants are being offered by Northfield pursuant
to an effective shelf registration statement filed with the
Securities and Exchange Commission dated September 1, 2006. Rodman
& Renshaw, LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group, Inc. (NasdaqGM: RODM - News), acted as the
exclusive placement agent for the transaction.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The shares of common stock may only be offered by
means of a prospectus. Copies of the final prospectus supplement
and accompanying base prospectus can be obtained from the SEC's
website at www.sec.gov or from Rodman & Renshaw, LLC at
212-536-0550.
About Northfield
Laboratories
Northfield Laboratories is a leader in developing a
hemoglobin-based oxygen-carrying red blood cell substitute. The
initial indication we are seeking for our investigational product
PolyHeme is the treatment of life-threatening red blood cell loss
when an oxygen-carrying fluid is required and red blood cells are
not available. PolyHeme is a solution of chemically modified human
hemoglobin that requires no cross-matching and is therefore
compatible with all blood types. It has an extended shelf life in
excess of 12 months. For further information, visit
http://www.northfieldlabs.com.
Forward Looking
Statement
This press release may contain forward-looking statements
concerning, among other things, Northfield's future business plans
and strategies and clinical and regulatory developments affecting
our PolyHeme red blood cell substitute product. These
forward-looking statements are identified by the use of such terms
as "intends," "expects," "plans," "estimates," "anticipates,"
"should," "believes" and similar terms. These forward-looking
statements involve inherent risks and uncertainties. Our actual
results may therefore differ materially from those predicted by the
forward-looking statements because of various factors and possible
events, including the possibility that FDA may not meet the
required time periods for the review of our BLA under�applicable
laws, regulations and guidances, our potential inability to obtain
FDA approval to market PolyHeme commercially based on our BLA, our
potential inability to maintain compliance with applicable Nasdaq
listing standards, our need to obtain additional capital to finance
our ongoing business operations and the construction of an expanded
commercial-scale manufacturing facility, our potential inability to
obtain adequate supplies of raw materials and to manufacture
PolyHeme in commercial quantities, our potential inability to
market PolyHeme successfully, the possibility that competitors will
develop products that will render PolyHeme obsolete or
non-competitive, our potential inability to protect our
intellectual property rights, the outcome of a purported class
action lawsuit as described in our most recently filed quarterly
report on Form 10-Q, the possibility that we may be subject to
product liability claims and other legal actions, our dependency on
a limited number of key personnel, the uncertainty of third party
reimbursement for our product and other risks and uncertainties
described from time to time in our periodic reports filed with the
Securities and Exchange Commission, including our most recently
filed annual report on Form 10-K and quarterly report on Form 10-Q.
These forward-looking statements speak only as of the date of this
press release. We do not undertake any obligation to update or
publicly release any revisions to forward-looking statements to
reflect events, circumstances or changes in expectations after the
time such statement is made. All subsequent written and oral
forward-looking statements attributable to Northfield or any person
acting on our behalf are qualified by this cautionary
statement.
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