MELA Sciences to Sell $20M Shares Through 'at-the-market' Equity Offering Program

On June 15, 2012, MELA Sciences

entered into a sales agreement with Cowen and Company, LLC to sell shares of its common stock with aggregate gross proceeds of up to $20,000,000, from time to time, through an "at-the-market" equity offering program under which Cowen will act as sales agent. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Cowen may sell the shares by methods deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made through the Nasdaq Capital Market, or any other existing trading market for the common stock or to or through a market maker. In addition, if expressly authorized by the Company, Cowen may also sell shares in negotiated transactions. Cowen will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market. The Sales Agreement may be terminated by the Company upon ten days' notice to Cowen or by Cowen upon ten days' notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change with respect to the Company. The Sales Agreement provides that Cowen will be entitled to compensation for its services in an amount equal to 3.0% of the gross proceeds from the sales of shares sold through Cowen under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. The Company has agreed in the Sales Agreement to provide indemnification and contribution to Cowen against certain liabilities, including liabilities under the Securities Act. The shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-167133). The Company will file a prospectus supplement with the Securities and Exchange Commission in connection with the offer and sale of the shares pursuant to the Sales Agreement.