SALT LAKE CITY, Sept. 08, 2015
(GLOBE NEWSWIRE) -- Amedica Corporation (Nasdaq:AMDA),
an innovative biomaterial company which develops and manufactures silicon
nitride as a platform for biomedical applications, announced today that it has
entered into definitive agreements with institutional investors to raise up to
$15.0 million in a concurrent registered direct offering of common stock and
Series B Warrants and private placement of Series A Warrants and Series C
Warrants.
As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures. As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.
This transaction is expected to
execute in three equal tranches. The first tranche is a registered direct
offering of 13,123,360 shares of common stock and Series B Warrants to purchase
13,123,360 shares of common stock for a price of $0.381 per share of Common
Stock and Series B Warrant. The Series B Warrants have an exercise price of
$0.47 and shall be exercisable up to December 30, 2015. The first tranche also
includes a concurrent private placement of Series A Warrants and Series C
Warrants, each to purchase 13,123,360 shares of common stock. The Series
A Warrants have an exercise price of $0.47 and shall be exercisable for a
period of 5.5 years. The Series C Warrants have an exercise price of
$0.47 and shall be exercisable up to December 30, 2015. The Company expects to
receive proceeds of approximately $5.0 Million from this first tranche, which
is expected to close on September 11, 2015. The exercise of both the
Series B Warrants and the Series C Warrants may occur automatically under
certain conditions and is subject to shareholder approval. The number of
shares issuable upon the exercise of the Series A Warrants, Series B Warrants
and Series C Warrants may increase under certain circumstances. The second and
third tranches of the transaction is the exercise of the Series B Warrants and
Series C Warrants for an additional $10.0 million. For further information on
the transaction, please review the transaction documents filed today with the
Company’s Current Report on Form 8-K.
Ladenburg Thalmann & Co.
Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT:LTS),
is acting as exclusive placement agent in connection with the transaction.
The shares of common stock and
Series B Warrants are being offered by Amedica pursuant to a shelf registration
statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities
Act of 1933, which was previously filed with, and declared effective by, the
Securities and Exchange Commission (SEC). A prospectus supplement relating to
the offering will be filed with the SEC and will be available on the SEC's
website at http://www.sec.gov.
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these
securities, 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.
About Amedica Corporation
Amedica is focused on the
development and application of medical-grade silicon nitride ceramics. Amedica
markets spinal fusion products and is developing a new generation of wear- and
corrosion-resistant implant components for hip and knee arthroplasty. The
Company manufactures its products in its ISO 13485 certified manufacturing
facility and, through its partnership with Kyocera, the world's largest ceramic
manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are
currently marketed in the U.S. and select markets in Europe and South America
through its distributor network and its growing OEM partnerships.
For more information on
Amedica or its silicon nitride material platform, please
visit www.amedica.com.
Forward-Looking Statements
Statements contained in this
press release that are not historical facts are forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995, including that
the reduction of the financial covenant should provide for additional financial
flexibility in the future. All forward-looking statements are subject to risks
and uncertainties detailed in the Company’s filings with the Securities and
Exchange Commission, including risks and uncertainties relating to the
Company’s products, regulatory environment, domestic and foreign markets, and
other risk factors set forth in the Company’s filings with the Securities and
Exchange Commission. These forward-looking statements speak only as of the date
on which such statements are made, and the Company undertakes no obligation to update
such statements to reflect events or circumstances arising after such date.
Mike Houston
VP, Commercialization &
Communications
801-839-3534
IR@amedica.com
Published at Nasdaq Globe
Newswire
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