WaferGen Bio-systems Announces Pricing of $15 Million Underwritten Offering

FREMONT, Calif., Oct. 16, 2015 (GLOBE NEWSWIRE) — WaferGen Bio-systems, Inc. (NASDAQ:WGBS) today announced the pricing of an underwritten public offering of units for gross proceeds of $15 million, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company.

The offering was priced at a public offering price of $1.00 per share of common stock (or common stock equivalent), with each share of common stock coupled in units with a five-year warrant to purchase one share of common stock, at $1.44 per share. The securities comprising the units are immediately separable and will be issued separately. The offering is expected to close on October 21, 2015, subject to the satisfaction or waiver of customary closing conditions.

A total of 3,920,000 shares of common stock, shares of preferred stock convertible into 11,080,000 shares of common stock, and warrants to purchase 15,000,000 shares of common stock, will be issued in the offering. The preferred stock issued in this transaction includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the Common Stock), liquidation preference or other preferences over Common Stock.

In addition, the Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional shares of common stock, and/or additional warrants to purchase up to 2,250,000 shares of common stock solely to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares of common stock, or warrants, or any combination thereof, as determined by the underwriters, but such purchases cannot exceed an aggregate of 15% of the number of shares of common stock and warrants sold in the primary offering.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Financial Services Inc., is acting as sole book-running manager, and Chardan Capital Markets, LLC and Dougherty & Company are acting as co-managers.

The net proceeds of the offering are estimated to be approximately $13.6 million after deducting underwriting discounts and commissions and estimated offering expenses, prior to any exercise of the underwriters’ overallotment option. The Company intends to use the net proceeds from the offering for research and development and commercialization activities for its single cell products, for sales and marketing activities and for general corporate and working capital purposes.

A registration statement relating to the offering of common stock was declared effective by the Securities and Exchange Commission (SEC) on October 15, 2015. A final prospectus relating to this offering will be filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. The offering will be made solely by means of the final prospectus included in the registration statement, copies of which may be obtained at the SEC’s website at www.sec.gov, or by contacting Ladenburg Thalmann & Co. Inc., 570 Lexington Avenue, 11th Floor, New York, NY 10022 or by email at prospectus@ladenburg.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. Forward-looking statements in this press release may address the following subjects among others: statements regarding the anticipated closing of our underwritten public offering, the sufficiency of our capital resources, expected operating losses, expected revenues, expected expenses, expected cash usage, our expectations regarding our development of future products including single cell analysis technologies and our expectations concerning our competitive position and business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

CONTACT: Investor Contacts:
         
         LifeSci Advisors, LLC
         Brian Ritchie
         BRitchie@LifeSciAdvisors.com
         WaferGen Bio-systems, Inc.
         Rollie Carlson
         Rollie.Carlson@wafergen.com