Full Press Release Details
BioScrip Raises Approximately
$5 million in Private Placement of Common Stock
DENVER, March 2, 2017 - BioScrip, Inc. (NASDAQ:BIOS)
("BioScrip" or the "Company"), a leading national provider of infusion and home care management
solutions, today announced that it entered into a Stock Purchase
Agreement on March 1, 2017 for the sale of an aggregate
of 3,300,000 shares of its common stock (the "Shares") for aggregate gross proceeds of approximately $5,070,780
in a private placement transaction (the "Private Placement") to Venor Capital Management LP
and affiliated funds (the "Purchasers"). The purchase
price for each Share was $1.5366, which was negotiated between the Company and the Purchasers based on the volume-weighted
average price of the Company's common stock on The NASDAQ Global Market on March 1, 2017.
Proceeds from the Private Placement will be used for working
capital and general corporate purposes.
The Private Placement is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption for transactions
by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act. The securities sold and issued in the Private Placement will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption
from the registration requirements.
In connection with the Private Placement, the
Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the
Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration
statement with the Securities and Exchange Commission (the "SEC") within ten (10) days of the date it files its
annual report on Form 10-K for the fiscal year ended December 31, 2016, for purposes of registering the resale of the
Shares and any shares of common stock issued as a dividend or other distribution with respect to the Shares. The Company also
agreed, among other things, to indemnify the selling holders under the registration statement from certain liabilities and to
pay all fees and expenses (excluding underwriting discounts and selling commissions and legal fees) incident to
the Company's obligations under the Registration Rights Agreement.
Dechert LLP is serving as legal advisor to BioScrip, and Akin
Gump Strauss Hauer & Feld LLP is serving as legal advisor to the Purchasers.
About BioScrip, Inc.
BioScrip, Inc. is a leading national provider of infusion and
home care management solutions. BioScrip partners with physicians, hospital systems, skilled nursing facilities, healthcare payors,
and pharmaceutical manufacturers to provide patients access to post-acute care services. BioScrip operates with a commitment to
bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating
with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical
excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves.
Forward-Looking Statements - Safe Harbor
This press release includes statements
that may constitute "forward-looking statements," that involve substantial risks and uncertainties. These statements
are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these
statements by the fact that they do not relate strictly to historical or current facts. In some cases, forward-looking statements
can be identified by words such as "may," "should," "could," "anticipate," "estimate,"
"expect," "project," "outlook," "aim," "intend," "plan," "believe,"
"predict," "potential," "continue" or comparable terms. Because such statements inherently involve
risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various
factors. Important factors that could cause or contribute to such differences include but are not limited to risks associated with:
the Company's ability to complete the Private Placement on acceptable terms or at all, the Company's ability to integrate
the acquisition of Home Solutions, the Company's ability to grow its core Infusion revenues, the Company's ability to continue
to experience positive results from its financial improvement plan to reduce operating costs; the Company's ability to comply
with the covenants in its debt agreements; the success of the Company's initiatives to mitigate the impact of the Cures Act
on its business; reductions in federal, state and commercial reimbursement for the Company's products and services; increased government
regulation related to the health care and insurance industries; as well as the risks described in the Company's periodic filings
with the Securities and Exchange Commission. The Company does not undertake any duty to update these forward-looking statements
after the date hereof, even though the Company's situation may change in the future. All of the forward-looking statements herein
are qualified by these cautionary statements.
For Further Information:
Chief Financial Officer