PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM
AND THE ATTACHMENTS HERETO OR DOCUMENTS INCORPORATED BY REFERENCE HEREIN AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS
PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES TO ANY PERSON IN ANY STATE OR
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
IT IS EXPECTED THAT INVESTORS INTERESTED IN PURCHASING THE UNITS WILL CONDUCT
THEIR OWN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY AN INVESTMENT IN THE
UNITS. OFFICERS OF THE COMPANY WILL BE AVAILABLE TO ANSWER ANY QUESTIONS
CONCERING THE COMPANY, THE UNITS AND THE TERMS AND CONDITIONS OF THE OFFERING
AND WILL MAKE AVAILABLE SUCH OTHER INFORMATION AS SUCH INVESTORS MAY REASONABLY
REQUEST.
PROSPECTIVE PURCHASERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE
PLACEMENT MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY
OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE.
PRIOR TO INVESTING IN THE UNITS PROSPECTIVE PURCHASERS SHOULD CONSULT WITH THEIR
ATTORNEYS AND INVESTMENT ADVISORS TO DETERMINE THE CONSEQUENCES OF AN INVESTMENT
IN THE UNITS AND ARRIVE AT AN INDEPENDENT EVALUATION OF THE MERITS AND RISKS OF
SUCH INVESTMENT.
THE PURCHASE OF THE UNITS ENTAILS A NUMBER OF VERY SIGNIFICANT RISKS. SEE THE
SECTION TITLED "RISK FACTORS" IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
FOR A DISCUSSION OF CERTAIN CONSIDERATIONS ASSOCIATED WITH AN INVESTMENT IN THE
UNITS. IN ADDITION, THERE CAN BE NO ASSURANCE THAT THE MARKET VALUE OF THE UNITS
WILL NOT DECLINE UPON THE DECLARATION OF EFFECTIVENESS OF THE REGISTRATION
STATEMENT REFERRED TO HEREIN OR AS A RESULT OF OTHER FACTORS. BECAUSE OF THESE
RISKS, FUNDS SHOULD ONLY BE INVESTED BY INVESTORS ABLE TO BEAR THE RISK OF AND
WITHSTAND THE TOTAL LOSS OF THEIR INVESTMENT.
CERTIFICATES EVIDENCING THE COMMON STOCK AND WARRANTS COMPRISING THE UNITS WILL
BE DELIVERED TO EACH PURCHASER WITH A LEGEND THEREON STATING THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND, THEREFORE, CANNOT BE SOLD
UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. EACH PURCHASER WILL UNDERTAKE IN THE PURCHASE
AGREEMENT THAT HE/SHE/IT WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE,
TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR
OTHERWISE ACQUIRE OR TAKE PLEDGE OF) ANY OF THE SECURITIES EXCEPT IN COMPLIANCE
WITH THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER,
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER, APPLICABLE STATE SECURITIES LAWS
AND THE OTHER TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT.
2
TABLE OF CONTENTS
Page
Derma Sciences..............................................................
4
The Offering................................................................
4
Use of Proceeds.............................................................
4
Risk Factors................................................................
5
Where You Can Find More Information.........................................
10
Nondisclosure Agreement.....................................................
11
Plan of Distribution........................................................
12
Restricted Securities.......................................................
12
Registration Rights.........................................................
13
Legal Matters...............................................................