S-1/A: Accelerate Diagnostics Announces Offering of Units and Pre-Funded Units

Accelerate Diagnostics is offering 4,500,000 units and pre-funded units, each including common stock or pre-funded warrants and warrants, to raise capital for its Wave program and general corporate purposes.

Summary

• Accelerate Diagnostics is offering 4,500,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock.
• The assumed purchase price for each unit is $3.70, based on the last sale price of the common stock on January 12, 2024.
• The warrants are immediately exercisable and expire five years from the issuance date.
• The company is also offering pre-funded units to purchasers who would otherwise exceed beneficial ownership limits of 4.99% or 9.99%.
• Each pre-funded unit consists of one pre-funded warrant to purchase one share of common stock and one warrant.
• The purchase price of each pre-funded unit will equal the price per unit, minus $0.01, and the exercise price of each pre-funded warrant will be $0.01 per share.
• The pre-funded warrants are immediately exercisable and may be exercised at any time until exercised in full.
• The offering also includes the common stock issuable from time to time upon exercise of the warrants and pre-funded warrants.
• The Jack W. Schuler Living Trust has agreed to backstop the offering for aggregate proceeds of $10 million.
• The company intends to use the net proceeds of approximately $15.0 million to fund its Wave program through initial FDA 510(k) submission and for working capital and for general corporate purposes.
• The underwriters have an option to purchase up to an additional 675,000 shares of common stock and/or warrants to purchase up to 675,000 shares of common stock within 30 days to cover over-allotments.

Sentiment

Score: 4

Explanation: The document contains both positive aspects (capital raise, backstop commitment) and negative aspects (financial losses, going concern uncertainty). The overall sentiment is slightly negative due to the financial risks and past performance.

Positives

• The offering provides capital to fund the Wave program and for general corporate purposes.
• The Jack W. Schuler Living Trust's backstop commitment provides a level of assurance for the offering's success.
• The inclusion of pre-funded units allows investors with ownership limitations to participate in the offering.
• The warrants provide potential upside for investors if the company's stock price increases.

Negatives

• There is no established trading market for the warrants or pre-funded warrants, limiting liquidity.
• The company has a history of losses and expects to continue to incur losses in the future.
• The company's financial condition raises substantial doubt about its ability to continue as a going concern.
• The company has substantial indebtedness, which could have important consequences to its business.

Risks

• The company's management has broad discretion over the use of the net proceeds from the offering.
• Investors may experience immediate and substantial dilution in the net tangible book value per share.
• Future equity offerings may cause further dilution.
• The company's financial condition, including its substantial indebtedness, raises substantial doubt regarding its ability to continue as a going concern.
• The company is in default of payment obligations under the terms of its 2.50% convertible senior notes.
• The company has limited revenues from its products and no assurance of future revenues.
• The company is substantially dependent on BD for the successful commercialization of its products.
• The company's future product candidates have not obtained marketing authorization from the FDA.
• The company may not be able to correctly estimate or control its future operating expenses.
• The company's stock price has been volatile and may continue to be volatile and traded on low volumes.

Future Outlook

The company intends to use the proceeds of this offering to fund its Wave program through initial FDA 510(k) submission and for working capital and for general corporate purposes.

Management Comments

• The preliminary results set forth above are unaudited, are based on management's initial review of the Company's results as of and for the year ended December 31, 2023, and are subject to revisions based upon the Company's year-end closing procedures and the completion of the external audit of the Company's year-end financial statements.
• Actual results may differ from these preliminary unaudited results as a result of the completion of year-end closing procedures, final adjustments and other developments arising between now and the time that the Company's financial results are finalized.
• In addition, these preliminary unaudited results are not a comprehensive statement of the Company's financial results for the year ended December 31, 2023, should not be viewed as a substitute for full, audited financial statements, prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of the Company's results for any future period.

Industry Context

The company operates in the in vitro diagnostics industry, which is characterized by rapid technological changes and evolving industry standards. The company faces competition from new and established competitors, including those with greater resources and established relationships.

Comparison to Industry Standards

• The document mentions competitors with greater resources, but does not provide specific details on how Accelerate Diagnostics' results compare to industry benchmarks.
• The document mentions Bruker Corporation, BD, TREK and Siemens as competitors in the industry.

Related Party Transactions

• The Jack W. Schuler Living Trust, an entity affiliated with Jack W. Schuler, a director of the Company, has agreed to backstop the offering for aggregate proceeds of $10 million.

Stakeholder Impact

• Shareholders may experience dilution as a result of the offering.
• The offering aims to improve the company's financial position and support future growth, which could benefit stakeholders in the long term.

Next Steps

• The company intends to use the proceeds of this offering to fund its Wave program through initial FDA 510(k) submission.
• The company will continue to market and distribute the Accelerate Arc Products in Europe pursuant to its existing CE IVDR registration.

Key Dates

Keywords

Units, Pre-Funded Units, Warrants, Offering, Accelerate Diagnostics, Common Stock, Capital Raise, Wave Program, FDA, Backstop