Reverse merger lets WaferGen recapitalize

WaferGen Bio-systems Inc completed in early June an acquisition of WaferGen Inc. through a “reverse merger,” and also completed a private placement of $10.7 million of common stock.

Jeffrey Bouley
FREMONT, Calif.—WaferGenBiosystems Inc., a shell company formed in Nevada,completed in early June an acquisition of WaferGen Inc. through a "reversemerger," a process under which a smaller company buys a larger company. As inthis case, the process often involves a private company buying a public one,which avoids the time-consuming process of going public through an IPO.
As part of the merger, WaferGen Bio-systems also completed aprivate placement of $10.7 million of common stock and warrants to accreditedinvestors, and followed that by closing a second private placement round a weeklater to bring the total to $12 million. The company plans to use theseproceeds for general working capital, including strengthening of corporateinfrastructure and product offerings. This includes further development of itswhole-genome, high-throughput SmartChip system and the hiring of a chiefscientific officer, Dr. David H. Gelfand, whom the company calls "one of thepioneers" in the area of PCR.

"This [merger] represents a major milestone for WaferGen,positioning our company for accelerated growth," says Alnoor Shivji, aco-founder of WaferGen who has been retained as chairman and CEO. "The financialresources ...will enable us to accelerate sales and marketing activities aroundour current SmartSlide products, further the development of our SmartChipproducts and recruit additional key team members for our operations."

The company's primary product has been the SmartSlide, amicro-incubator that features fluidic exchange designed to mirror physiologicalconditions, for such purposes as stem cell research, cancer research, druginteraction response and development, and cell culture process optimization.The technology reportedly allows researchers to perform time lapse imagingstudies to characterize, differentiate and proliferate cells and grow stemcells, primary cells and other difficult to cultivate cells in consistentlyoptimal conditions.

WaferGen's new SmartChip system, on the other hand, is beingdeveloped to use semiconductor, optical and ink jet printing technologies, andcustomized chemistries built into a content-ready chip, which reportedly willallow researchers to conduct experiments without the need for advancedpreparation of reagents.

"What this means in termsof general discovery work or specific tasks like target validation or biomarkerdiscovery is that researchers have a better opportunity to look at wholegenomes and not be as limited in terms of the sensitivity as they have withother tools," Chadha says. "And in clinical trials, it means running studies onhigh-throughput chips where you can run many patient samples at one time to cutdown on costs."
 

Jeffrey Bouley

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