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Acusphere Announces Pricing of Common Stock and Warrant Offering.


WATERTOWN, Mass. -- Acusphere, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: ACUS acus (a´kus) a needle or needle-like process.

acus

a needle or needle-like process.
), announced that yesterday it entered into definitive agreements with institutional investors to raise $23.8 million in net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
, after deducting placement agent fees and estimated offering expenses, in a "registered direct" offering through the sale of shares of its common stock and warrants. Acusphere has entered into subscription agreements with these investors pursuant to which it has agreed to sell a total of 9,259,254 units, each unit consisting of (i) one share of common stock and (ii) one warrant to purchase 0.4 shares of common stock at an exercise price of $3.11 per share, for a purchase price of $2.75 per unit. Units will not be issued or certificated. The shares of common stock and warrants are immediately separable sep·a·ra·ble  
adj.
Possible to separate: separable sheets of paper.



sep
 and will be issued separately. The warrants will be exercisable beginning on June 12, 2007 and until December 12, 2011. The closing of the transaction is scheduled to occur on December 12, 2006, subject to the satisfaction of customary closing conditions. Cowen and Company, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 acted as exclusive placement agent for the offering.

A shelf registration statement relating to the securities that Acusphere intends to sell has previously been filed with, and has been declared effective by, the Securities and Exchange Commission ("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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the final prospectus Final Prospectus

A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors.

Notes:
The final prospectus must be given to every investor who purchases a new issue of registered securities.
 supplement together with the accompanying prospectus can be obtained at the SEC's website at http://www.sec.gov or from the offices of Cowen and Company, LLC c/o ADP (1) (Automatic Data Processing) Synonymous with data processing (DP), electronic data processing (EDP) and information processing.

(2) (Automatic Data Processing, Inc., Roseland, NJ, www.adp.
. 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department (631) 254-7106.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995: Statements in this press release regarding Acusphere, Inc.'s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 7, 2006
Words:413
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