BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On March 1, 2017, Bioscrip, Inc. (the Company) entered into a
Stock Purchase Agreement (the Purchase Agreement) with the
purchasers named therein (the Purchasers). to the Purchase
Agreement, the Company sold an aggregate of 3,300,000 shares of
its common stock (the Shares) for aggregate gross proceeds of
approximately $5,070,780 in aprivate placementtransaction (the
Private Placement). The purchase price for each Share was
$1.5366, which was negotiated between the Company and the
Purchasers based on the volume-weighted average price of the
Company’s common stock on the NASDAQ Global Market on March 1,
2017.
In connection with thePrivate Placement, the Company entered into
aRegistration RightsAgreement (the Registration Rights Agreement)
with the Purchasers. to theRegistration RightsAgreement, the
Company agreed to prepare and file a registration statement with
the Securities and Exchange Commission (the SEC) within ten (10)
days of the date it files its annual report on Form 10-K for the
fiscal year ended December 31, 2016, for purposes of registering
the resale ofthe Shares and any shares of common stock issued as
a dividend or other distribution with respect to the Shares. The
Company also agreed, among other things, to indemnify the selling
holders under the registration statement from certain liabilities
and to pay all fees and expenses (excluding underwriting
discounts and selling commissions and legal fees) incident to the
Companys obligations under theRegistration RightsAgreement.
Proceeds from the Private Placement will be used for working
capital and general corporate purposes.
ThePrivate Placementis exempt from the registration requirements
of the Securities Act of 1933, as amended (the Securities Act) to
the exemption for transactions by an issuer not involving any
public offering under Section4(a)(2) of the Securities Act.
The securities sold and issued in thePrivate Placementwere not
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from the
registration requirements.
The foregoing description of the Purchase Agreement and
theRegistration RightsAgreement is qualified in its entirety by
reference to the Purchase Agreement and theRegistration
RightsAgreement, copies of which are attached hereto as exhibits
10.1 and 4.1 respectively.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information called for by this item is contained in Item
1.01, which is incorporated by reference into this Item 3.02.
| Item 8.01 | Other Events. |
On March 2, 2017, the Company issued a press release announcing
the entry into the Purchase Agreement. A copy of the press
release is attached hereto as Exhibit99.1 and is incorporated
herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Unless otherwise indicated, the following exhibits are filed
herewith:
| Exhibit No. | Description of Exhibit | |
| 4.1 |
Registration Rights Agreement, dated March 1, 2017, by and among the Company and the investors named therein. |
|
| 10.1 |
Stock Purchase Agreement, dated March 1, 2017, by and among the Company and the investors named therein. |
|
| 99.1 | Press Release, dated March 2, 2017. |
About BIOSCRIP, INC. (NASDAQ:BIOS)
BioScrip, Inc. is engaged in providing infusion solutions. The Company partners with physicians, hospital systems, skilled nursing facilities, healthcare payors and pharmaceutical manufacturers to provide patients access to post-acute care services. The Company operates through Infusion Services segment. The Company operates through approximately 70 service locations in over 30 states. The Company offers home infusion services to provide clinical management services and the delivery of prescription medications. The Company provides services in coordination with, and under the direction of, the patient’s physician. The Company’s multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to the patient’s specific needs. Its platform provides service capabilities to deliver clinical management services that offer patients a community-based and home-based care environment. BIOSCRIP, INC. (NASDAQ:BIOS) Recent Trading Information
BIOSCRIP, INC. (NASDAQ:BIOS) closed its last trading session down -0.05 at 1.46 with 4,248,537 shares trading hands.