LONDON, July 21, 2022 /PRNewswire/ -- LumiraDx Limited (Nasdaq: LMDX), a next-generation point of care (POC) diagnostics company, today announced the pricing of its underwritten public offering of 43,000,000 common shares at a price to the public of $1.75 per share. All of the common shares are being offered by LumiraDx. The gross proceeds from this offering, before deducting underwriting discounts and commissions and other offering expenses payable by LumiraDx, are expected to be approximately $75.3 million. The offering is expected to close on July 25, 2022, subject to the satisfaction of customary closing conditions. In addition, LumiraDx has granted the underwriters a 30-day option to purchase up to an additional 6,450,000 common shares at the public offering price, less the underwriting discounts and commissions. Participants in the offering include certain of LumiraDx's existing shareholders, including Ron Zwanziger, LumiraDx's Chairman and Chief Executive, William Umphrey, Morningside Ventures, Petrichor Healthcare Capital Management and Senvest Mgmt LLC.
Goldman Sachs & Co. LLC, Evercore ISI, SVB Securities and Raymond James are acting as joint book-running managers for the underwritten public offering.
In addition to the shares being sold in the underwritten public offering, LumiraDx also announced today that it has agreed to sell an additional 14,285,714 common shares to raise gross proceeds of approximately $25.0 million in a concurrent private placement at $1.75 per share to one of its existing investors, the Bill & Melinda Gates Foundation. The sale of these common shares will not be registered under the Securities Act of 1933, as amended ("Securities Act"). The concurrent private placement is also scheduled to close on July 25, 2022. The closing of the underwritten public offering is not conditioned on the closing of the concurrent private placement.
The offering of common shares pursuant to the underwritten public offering will be made only by means of a prospectus, copies of which may be obtained, when available, from any of the book-running managers for the offering: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at firstname.lastname@example.org; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at email@example.com; SVB Securities LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at firstname.lastname@example.org; or Raymond James & Associates, Inc., Attention: Syndicate Department, 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at (800) 248-8863, or by email at email@example.com.
A registration statement, including a prospectus, relating to the underwritten public offering has been filed with and declared effective by the U.S. Securities and Exchange Commission. The common shares proposed to be issued in the concurrent private placement have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, in the United States except pursuant to registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and, in each case, in compliance with applicable other securities laws. This press release does not constitute an offer to sell, or a solicitation of an offer to buy securities, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
LumiraDx (Nasdaq: LMDX) is a next-generation point of care diagnostics company that is transforming community-based healthcare. Founded in 2014, LumiraDx manufactures and commercializes an innovative diagnostic Platform that supports a broad menu of tests with lab comparable performance at the point of care. LumiraDx's diagnostic testing solutions are being deployed by governments and leading healthcare institutions across laboratories, urgent care, physician offices, pharmacies, schools, and workplaces to screen, diagnose, and monitor wellness as well as disease. LumiraDx has, on the market and in development, 30+ tests covering infectious diseases, cardiovascular diseases, diabetes, and coagulation disorders, all on the LumiraDx Platform. In addition, LumiraDx has a comprehensive portfolio of fast, accurate, and cost-efficient COVID-19 testing solutions from the lab to point of need. LumiraDx is based in the UK with more than 1600 employees worldwide.
This press release contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. Such statements relate to a variety of matters, including, without limitation, the company's expectations regarding the sale of its common shares in the underwritten public offering and the concurrent private placement, the expected closing date of the offerings, and other statements that are not purely statements of historical fact. These forward-looking statements include information about the terms of the offering, our ability to consummate the offering and our intended use of proceeds. Words such as "expects," "intends," "plans," "believes," "anticipates," "estimates," and variations of such words and similar expressions are intended to identify such forward looking statements.
Although we believe that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: general economic, political and business conditions; the effect of COVID-19 on LumiraDx's business and financial results; obtaining or maintaining regulatory approval, authorization or clearance for our tests; and those factors discussed under the header "Risk Factors" in the prospectus relating to the underwritten public offering, when available, in our Annual Report on Form 20-F for the year ended December 31, 2021, which was filed with the SEC on April 13, 2022, and in other filings that we make with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements contained herein, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
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