Immunicon Corporation Announces Partial Prepayment and Exchange of Outstanding 6.00% Subordinated Convertible Notes
03 Março 2008 - 9:00AM
Business Wire
Immunicon Corporation (NASDAQ:IMMC) announced today that, on
February 29, 2008, it entered into, and closed the transactions
contemplated by, the Prepayment Agreement and Amendments with each
of the holders of Immunicon�s currently outstanding 6.00%
Subordinated Convertible Notes in the original principal amount of
$30,000,000. The Notes were first issued by Immunicon on December
6, 2006 in tandem with warrants to purchase shares of Immunicon�s
common stock, pursuant to a Securities Purchase Agreement, dated
December 6, 2006. Pursuant to the Prepayment Agreements, the
holders exchanged $3,000,000 of original principal amount and
accrued but unpaid interest on the Notes with Immunicon in exchange
for the issuance of 3,571,433 shares of Immunicon�s common stock in
the aggregate to such holders. Immunicon also prepaid $8,500,000 of
original principal amount and accrued but unpaid interest to the
holders. The Prepayment Agreement and Amendments also amend the
Notes such that Immunicon may now prepay without penalty any amount
of the principal and interest of the Notes, subject to certain
limitations, and may list its common stock on the Over-the-Counter
Bulletin Board, as well as on The Nasdaq Capital Market and certain
other stock exchanges, and still remain compliant with its eligible
market covenants in the Notes. Further, the �Available Cash Test�
existing under the Notes has been amended and restated such that
the effective measurement date for the test will begin with the
quarter ended December 31, 2008 and will be measured each quarter
thereafter until the maturity of the Notes on December 6, 2009. The
Prepayment Agreement and Amendments also amend certain other
provisions of Immunicon�s remaining Notes, the related warrants and
the Securities Purchase Agreement. About Immunicon Corporation
Immunicon Corporation is developing and commercializing proprietary
cell- and molecular-based human diagnostic and life science
research products with an initial focus on cancer disease
management. Immunicon has developed platform technologies for
selection and analysis of rare cells in blood, such as circulating
tumor cells and circulating endothelial cells that are important in
many diseases and biological processes. Immunicon�s products and
underlying technology platforms also have application in the
clinical development of cancer drugs and in cancer research and may
have applications in other fields of medicine, such as
cardiovascular and infectious diseases. For more information, visit
www.immunicon.com. The information contained in this press release
includes �forward-looking statements� within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are often preceded by words such as
�hope,� �may,� �believe,� �anticipate,� �plan,� �expect,� �intend,�
�assume,� �will� and similar expressions. Forward-looking
statements contained in this press release include, among others,
statements relating to Immunicon�s key product and clinical
development programs, the anticipated clinical utility of
Immunicon�s products, and other statements not of historical fact.
Immunicon cautions investors not to place undue reliance on the
forward-looking statements contained in this press release.
Forward-looking statements speak only as of the date of this press
release, reflect management�s current expectations and involve
certain factors, such as risks and uncertainties that may cause
actual results to be far different from those suggested by
Immunicon�s forward-looking statements. These factors include, but
are not limited to, risks and uncertainties associated with:
Immunicon�s dependence on Veridex, LLC, a Johnson & Johnson
company, in the field of cancer cell analysis; the risks and
uncertainties associated with the arbitration proceeding with
Veridex given Immunicon�s dependence on Veridex; Immunicon�s
capital and financing needs; research and development and clinical
trial expenditures; commercialization of Immunicon�s product
candidates; Immunicon�s ability to use licensed products and to
obtain new licenses from third parties; Immunicon�s ability to
manage its growth; obtaining necessary regulatory approvals;
reliance on third party manufacturers and suppliers; reimbursement
by third party payors to Immunicon�s customers for Immunicon�s
products; risks and uncertainties associated with Immunicon�s
outstanding convertible notes and warrants; compliance with
applicable manufacturing standards; the ability to earn license and
milestone payments under Immunicon�s agreement with Veridex;
retaining key management or scientific personnel; delays in the
development of new products or to planned improvements to
Immunicon�s products; effectiveness of Immunicon�s products
compared to competitors� products; protection of Immunicon�s
intellectual property and other proprietary rights; conflicts with
the intellectual property of third parties; product liability
lawsuits that may be brought against Immunicon; labor, contract or
technical difficulties; and competitive pressures in Immunicon�s
industry. These factors are discussed in more detail in Immunicon�s
filings with the Securities and Exchange Commission. Except as
required by law, Immunicon accepts no responsibility for updating
the information contained in this press release beyond the
published date, whether as a result of new information, future
events or otherwise, or for modifications made to this document by
Internet or wire services. �Immunicon� and the Immunicon
Corporation logo are registered trademarks of Immunicon
Corporation. �CellTracks� is a registered trademark of Immunivest
Corporation, a wholly-owned subsidiary of Immunicon Corporation.
�CellSearch� is a trademark of Johnson & Johnson. All other
trademarks or servicemarks appearing herein are the property of
their respective holders. ALL RIGHTS RESERVED.
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