Nanogen Inc. (fka NGEN)

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SAN DIEGO, Aug 27, 2007 (BUSINESS WIRE) -- Nanogen, Inc. (NGEN:nanogen inc com
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8:37am 08/28/2007

NGEN, developer of advanced diagnostic products, announced today that it has entered into a definitive agreement for a $20 million registered offering to institutional investors of Senior Convertible Notes and warrants. The transaction is expected to fund today. Seven Hills Partners LLC served as the placement agent for the transaction.
"We are pleased to announce this financing from a group of solid institutional investors familiar with both our market place and our long term prospects," said Howard C. Birndorf, Nanogen chairman and chief executive officer. "This financing provides the company with a vehicle for long term continued investment in the company and allows us to focus on our core objectives of managing the business and improving our EBITDA performance."
The unsecured Senior Convertible Notes to be issued in the financing will bear interest annually at a rate of 6.25% per annum and will provide investors with the right to convert principal into registered shares of Nanogen common stock at $1.27 per share, which carries a premium of approximately 12% over the closing bid price of Nanogen's stock on August 24, 2007. The Notes have a three year term and, subject to certain conditions, the company may elect to make payments of interest in cash or stock. After 24 months, Nanogen will have the right to force conversion of the Notes into shares of the company's common stock, depending on the performance of the common stock. The company will initially place $7.3 million of the funds in a restricted bank account that will become unrestricted subject to certain stock price performance criteria.

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