On June 4, 2019, Quidel Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the Company’s 3.25% Convertible Senior Notes due 2020 (the “Notes”). to the Exchange Agreements, the Company will exchange approximately $45.372 million in aggregate principal amount of the Notes for (i) approximately 1,273,601 newly issued shares of the Company’s common stock (the “Common Stock”) plus (ii) an additional number of newly issued shares of Common Stock to be determined based on the volume-weighted average trading price of the Common Stock over the three consecutive trading days beginning on June 5, 2019. The transactions are subject to customary closing conditions and are expected to close on June 17, 2019. The shares of Common Stock will be issued in private placements exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws that involve material risks, assumptions and uncertainties. Many possible events or factors could affect our future results and performance, such that our actual results and performance may differ materially from those that may be described or implied in the forward-looking statements. As such, no forward-looking statement can be guaranteed. The factors that could cause actual results to differ from what is described herein, including, but not limited to the failure of one or more of the exchanges to close, include financial market conditions and actions by the counterparties to the Exchange Agreements. The Company is subject to additional risks and uncertainties described in the Company’s annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis and expectations only as of the date of this Form 8-K. Except as required by law, we undertake no obligation to publicly release the results of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit No. Description of Exhibit

10.1 Form of Exchange Agreement

QUIDEL CORP /DE/ Exhibit
EX-10.1 2 exhibit101june42019.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Exchange AgreementJune 4,…
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About QUIDEL CORPORATION (NASDAQ:QDEL)

Quidel Corporation is engaged in the development, manufacturing and marketing of diagnostic testing solutions. The Company’s diagnostic testing solutions primarily include applications in infectious diseases, women’s health and gastrointestinal diseases. It sells its products directly to end users and distributors, in each case, for professional use in physician offices, hospitals, clinical laboratories, reference laboratories, universities, retail clinics and wellness screening centers. It markets its products in the United States through a network of national and regional distributors and a direct sales force. Internationally, it sells and markets primarily through distributor arrangements. Its diagnostic solutions are used in the detection and diagnosis of many critical diseases and other medical conditions, including autoimmune diseases, bone health and thyroid diseases. It provides diagnostic testing solutions under various brand names, including Quidel, QuickVue+ and Thyretain.