Sophiris Bio, Inc. (NasdaqGM:SPHS) announced an equity line private placement of common shares pursuant to a common stock purchase agreement with new investor Aspire Capital Fund, LLC, a fund managed by Aspire Capital Partners, LLC for gross proceeds of up to $15,000,000 on May 16, 2014. The investor will subscribe to the shares over a 30 month term. As per the agreement, after the Securities and Exchange Commission has declared the registration statement as effective, on any trading day on which the closing sale price of the company's common shares exceeds $2, the company has the right, in its sole discretion, to present the investor with a purchase notice, to purchase up to 100,000 shares, per trading day, provided that the aggregate price of each such subscription shall not exceed $1,000,000 per trading day. The investor shall subscribe the additional shares in the aggregate share price equal to the lesser of the lowest sale price of the company's common shares on the purchase date; or the arithmetic average of the three lowest closing sale prices for the common shares during the 10 consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, on any date on which the company submits a purchase notice for 100,000 shares to the investor, and the closing sale price of common shares is equal to or greater than $2 per common share, the company also has the right, in its sole discretion, to present the investor with a volume-weighted average price purchase notice directing the investor to purchase an amount of shares equal to up to 30% of the aggregate shares of the company's common shares traded on the NASDAQ on the next trading day, subject to a maximum number of shares the company and a minimum trading price which is equal to the greater of 80% of the closing price of shares on the business day immediately preceding the volume-weighted average price purchase date or such higher price as set forth by the company in the volume-weighted average price purchase notice. The purchase price per share pursuant to such a notice is generally 97% of the volume-weighted average price for the company's common shares traded on the NASDAQ on the same date. The agreement provides that the parties shall not affect any transaction where the closing sale price of the company's common shares is less than $2 per share. The company may deliver multiple purchase notices and volume-weighted average price purchase notices to the investor from time to time during the term of the agreement, so long as the most recent purchase has been completed.

The company and the investor announced that they have not engaged any financial advisor, placement agent, broker or finder in connection with the transaction. Each party shall be responsible for the payment of any fees or commissions, if any, arising out of the transaction contemplated hereby. Barbara Borden of Cooley LLP will act as the legal advisor to the company. Martin P. Dunn of Morrison & Foerster LLP will act as the legal advisor to the investor.

On the same day, the company issued 604,320 common shares at $3.31 per share for proceeds of $2,000,000. The company will control the timing and amount of any sale of common shares to the investor. The company has also issued 90,635 common shares to the investor as a commitment fee in connection with the execution of the purchase agreement.