MELA Sciences, Inc. (MELA)

[FUNMAN]

Here's the whole scoop.

http://www.sec.gov/Archives/edgar/data/1051514/000119312514314777/0001193125-14-314777-index.htm

These are two highlights:

This prospectus relates to the resale of up to 21,637,429 shares of our common stock by the selling stockholders named herein. On July 21, 2014, we entered into a securities purchase agreement with the investors identified therein (together, the “Purchasers”), pursuant to which we sold to the Purchasers 12,300 shares of our Series B Convertible Preferred Stock, par value $0.10 and a stated value of $1,000 per share (the “Series B Preferred Stock”), convertible into 4,795,321 shares of common stock based upon an initial conversion price of $2.565, an aggregate of $15,000,004.60 of 4% senior secured convertible debentures (the “Debentures”), convertible into 5,847,955 shares of common stock based upon an initial conversion price of $2.565, and warrants to purchase up to 10,643,276 shares of common stock at an exercise price of $2.45 per share. As part of the transaction described above, we issued to affiliates of H.C. Wainwright & Co., LLC (“H.C. Wainwright”), as compensation for acting as the placement agent for the transaction, warrants to purchase up to 350,877 shares of common stock at an exercise price of $2.45 per share. To the extent that one or more Purchasers elects to convert their Debentures or respective shares of Series B Preferred Stock and/or one or more Purchasers or H.C. Wainwright elects to exercise their respective warrants to acquire shares of our common stock, this prospectus may be used by the selling stockholders named under the section titled “Selling Stockholders” to resell their shares. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by any selling stockholder, however, we will receive proceeds upon exercise of the warrants.
The selling stockholders may sell their respective shares of common stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may resell their respective shares of our common stock in the section titled “Plan of Distribution” beginning on page 22. Each selling stockholder is an “underwriter” within the meaning of the Securities Act of 1933, as amended, with respect to any shares resold under this prospectus by such selling stockholder. Although we will pay the expenses incurred in registering the shares, we will not be paying any underwriting discounts or commissions in connection with the resale of the shares.
Our common stock is listed on the NASDAQ Capital Market under the symbol “MELA.” On August 18, 2014, the last reported sale price of our common stock, as reported on the NASDAQ Capital Market, was $2.39 per share.


USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the securities by the selling stockholders. To the extent proceeds are received upon exercise of the warrants, we intend to use any such proceeds for general corporate and working capital purposes.

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Table of Contents

SELLING STOCKHOLDERS
This prospectus relates to the possible resale by the selling stockholders of shares of common stock that we may issue upon conversion of our Series B Preferred Stock, the Debentures or upon exercise of warrants that we issued to the selling stockholders. We are filing the registration statement, of which this prospectus forms a part, and registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with the Purchasers on July 21, 2014 and an engagement letter that we entered into with H.C. Wainwright & Co., LLC on June 13, 2014. Each selling stockholder may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock that it acquires upon conversion of its respective shares of Series B Preferred Stock or upon exercise of its respective warrants.
The following table presents information regarding the selling stockholders, and the shares of common stock that they may offer and sell from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholders. As used in this prospectus, the term “selling stockholder” includes any donees, pledges, transferees or other successors in interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column “Number of Shares Being Offered” represents all of the shares that the selling stockholders may offer under this prospectus. The selling stockholders may sell some, all or none of its respective shares of common stock. We do not know how long any selling stockholder will hold their respective shares before selling them, and we currently have no agreements, arrangements or understandings with any selling stockholder regarding the sale of any of the shares.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934, as amended. The percentage of shares of common stock beneficially owned after the offering shown in the table below is based on an aggregate of 5,213,969 shares of our common stock outstanding on August 15, 2014.