Northfield Laboratories Inc. (Nasdaq: NFLD) announced today that it has
obtained a commitment to purchase shares of convertible preferred stock
pursuant to a registered direct offering to a single institutional
investor, representing gross proceeds of approximately $1.4 million. The
preferred stock is convertible into shares of Northfield’s common stock
at the option of the investor at a price of $0.265 per share.
The investor will also receive warrants to purchase 5,404,652 shares of
Northfield’s common stock. The warrants have an exercise price of $0.53
per share and are exercisable at any time after the six-month
anniversary of the closing of the transaction and before the fourth
anniversary of such initial exercise date. The closing of the offering
is expected to take place on or before March 18, 2009, subject to the
satisfaction of customary closing conditions. Northfield plans to use
the net proceeds from the offering for general corporate purposes,
including general and administrative expenses and expenses in connection
with the regulatory review of Northfield’s PolyHeme®
investigative human hemoglobin-based red cell substitute product.
The shares and warrants are being offered by Northfield pursuant to an
effective shelf registration statement filed with the Securities and
Exchange Commission dated September 1, 2006. Rodman & Renshaw, LLC, a
wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc.
(NasdaqGM: RODM
- News),
acted as the exclusive placement agent for the transaction.
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 the
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The shares of common stock may only be offered by means of
a prospectus. Copies of the final prospectus supplement and accompanying
base prospectus can be obtained from the SEC's website at www.sec.gov
or from Rodman & Renshaw, LLC at 212-536-0550.
About Northfield Laboratories
Northfield Laboratories is a leader in developing a hemoglobin-based
oxygen-carrying red blood cell substitute. The initial indication we are
seeking for our investigational product PolyHeme is the treatment of
life-threatening red blood cell loss when an oxygen-carrying fluid is
required and red blood cells are not available. PolyHeme is a solution
of chemically modified human hemoglobin that requires no cross-matching
and is therefore compatible with all blood types.