Sunshine Heart Announces $3.5 Million Offering
July 21 2016 - 9:29AM
Sunshine Heart, Inc. (Nasdaq:SSH) (“Sunshine Heart” or the
“Company”), today announced that it has entered into a definitive
agreement with a single investor for an offering of shares of
convertible preferred stock with gross proceeds of $3,468,000 in a
registered direct offering. The closing of the offering is expected
to take place on or about July 26, 2016, subject to the
satisfaction of customary closing conditions.
In connection with the offering, the Company
will issue 3,468 registered shares of Series B Convertible
Preferred Stock (which are convertible into a total of 3,689,361
shares of common stock at a conversion price of $0.94).
Concurrently, in a private placement, the investor in the offering
will receive warrants to purchase shares of common stock
exercisable for up to 3,689,361 additional shares of common stock,
in the aggregate. The warrants have an exercise price of $0.94 per
share and are exercisable for 36 months commencing six months from
the closing date.
Northland Securities, Inc. acted as the
exclusive placement agent in connection with this
offering.
The Company intends to use the net proceeds from
the offering for working capital and general corporate
purposes.
The shares of Series B Convertible Preferred
Stock described above (but not the warrants or the shares of common
stock underlying the warrants) are being offered pursuant to a
shelf registration statement (File No. 333-194731). Such
shares of common stock may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement.
The warrants and the shares of common stock
underlying the warrants issued in the offering have not been
registered under the Securities Act of 1933, as amended or
applicable state securities laws in reliance on an exemption from
such registration. Accordingly, the warrants and underlying shares
of common stock may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein. There shall not be any offer,
solicitation of an offer to buy, or sale of securities in any state
or jurisdiction in which such an offering, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The Company will
file a prospectus supplement with the SEC relating to such shares
of preferred stock, and following such filing, copies of the
prospectus supplement and the accompanying base prospectus relating
to this offering may be obtained at the SEC's website at
http://www.sec.gov, or from Northland Securities, Inc. at 750 Third
Ave, Suite 2401, New York, NY 10017, by calling 1 (800)
851-2920, or by email at ahammer@northlandcapitalmarkets.com.
About Sunshine Heart
Sunshine Heart, Inc. (Nasdaq:SSH) is an
early-stage medical device company focused on developing a product
portfolio to treat moderate to severe heart failure and related
conditions. Our objective is to improve the quality of life for
heart failure patients and halt the disease progression. Sunshine
Heart is a Delaware corporation headquartered in Minneapolis with
wholly owned subsidiaries in Australia and Ireland. The Company has
been listed on the NASDAQ Capital Market since February 2012.
Forward-Looking Statements
Certain statements in this release are
forward-looking statements that are based on management’s beliefs,
assumptions, expectations, and information currently available to
management. All statements that address future operating
performance, events or developments that we expect or anticipate
will occur in the future are forward-looking statements, including
without limitation, clinical and pre-clinical study designs and
activities, expected timing for initiation, enrollment and
completion of clinical trials, research and development activities,
ultimate clinical outcomes and benefits of our products to
patients, design and development of future studies, site
activations, patient enrollment in studies, timing of
regulatory filings and approvals, regulatory acceptance of our
filings, our expectations with respect to product development and
commercialization efforts, market and physician acceptance of our
products, intellectual property protection, and potentially
competitive product offerings. The risk factors described in our
filings with the SEC could cause actual events to adversely differ
from the expectations indicated in these forward-looking
statements. Management believes that these forward-looking
statements are reasonable as and when made. However, you should not
place undue reliance on forward-looking statements because they
speak only as of the date when made. Sunshine Heart does not assume
any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Sunshine Heart may not actually achieve the
plans, projections or expectations disclosed in forward-looking
statements, and actual results, developments or events could differ
materially from those disclosed in the forward-looking statements.
Forward-looking statements are subject to a number of risks and
uncertainties, including without limitation, the possibility that
regulatory authorities do not accept our application or approve the
marketing of our therapy, the possibility we may be unable to raise
the funds necessary for the development and commercialization of
our therapy and other risks and uncertainties described in our
filings with the SEC. We do not assume any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
For further information, please contact:
Claudia Drayton
Chief Financial Officer
Sunshine Heart, Inc.
T: +1-952-345-4205
Investor Relations
Sunshine Heart Inc.
ir@sunshineheart.com
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