FREMONT, Calif. — WaferGen Bio-systems, Inc. (NASDAQ:WGBS) today announced the pricing of an underwritten public offering of units for gross proceeds of $15 million, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company.

The offering was priced at a public offering price of $1.00 per share of common stock (or common stock equivalent), with each share of common stock coupled in units with a five-year warrant to purchase one share of common stock, at $1.44 per share. The securities comprising the units are immediately separable and will be issued separately. The offering is expected to close on October 21, 2015, subject to the satisfaction or waiver of customary closing conditions.

A total of 3,920,000 shares of common stock, shares of preferred stock convertible into 11,080,000 shares of common stock, and warrants to purchase 15,000,000 shares of common stock, will be issued in the offering. The preferred stock issued in this transaction includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the Common Stock), liquidation preference or other preferences over Common Stock.

In addition, the Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional shares of common stock, and/or additional warrants to purchase up to 2,250,000 shares of common stock solely to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares of common stock, or warrants, or any combination thereof, as determined by the underwriters, but such purchases cannot exceed an aggregate of 15% of the number of shares of common stock and warrants sold in the primary offering.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Financial Services Inc., is acting as sole book-running manager, and Chardan Capital Markets, LLC and Dougherty & Company are acting as co-managers.

The net proceeds of the offering are estimated to be approximately $13.6 million after deducting underwriting discounts and commissions and estimated offering expenses, prior to any exercise of the underwriters’ overallotment option. The Company intends to use the net proceeds from the offering for research and development and commercialization activities for its single cell products, for sales and marketing activities and for general corporate and working capital purposes.

A registration statement relating to the offering of common stock was declared effective by the Securities and Exchange Commission (SEC) on October 15, 2015. A final prospectus relating to this offering will be filed with the 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 state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. The offering will be made solely by means of the final prospectus included in the registration statement, copies of which may be obtained at the SEC’s website at www.sec.gov, or by contacting Ladenburg Thalmann & Co. Inc., 570 Lexington Avenue, 11th Floor, New York, NY 10022 or by email at prospectus@ladenburg.com.