Sunshine Heart Announces Closing of $9.2 Million Underwritten Public Offering and Full Exercise of Over-Allotment Option
April 24 2017 - 1:03PM
EDEN PRAIRIE, Minn., April 24, 2017 (GLOBE
NEWSWIRE) -- Sunshine Heart, Inc. (NASDAQ:SSH) announced today the
closing of an underwritten public offering of units for gross
proceeds of $9.2 million, which includes the full exercise of the
underwriter's over-allotment option to purchase additional shares
and warrants, prior to deducting underwriting discounts and
commissions and offering expenses payable by Sunshine Heart.
The offering comprised of Class A Units, priced at
a public offering price of $1.00 per unit, with each unit
consisting of one share of common stock and one five-year warrant
(each, a "warrant") to purchase one share of common stock with an
exercise price of $1.10 per share, and Class B Units, priced at a
public offering price of $1,000 per unit, with each unit comprised
of one share of preferred stock, which is convertible into 1,000
shares of common stock, and warrants to purchase 1,000 shares of
common stock, also with an exercise price of $1.10 per share. The
conversion price of the preferred stock issued in the transaction
as well as the exercise price of the warrants are fixed priced and
do not contain any variable pricing features nor any price based
anti-dilutive features. 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. The securities comprising the units are immediately
separable and will be issued separately.
Ladenburg Thalmann & Co. Inc., a subsidiary of
Ladenburg Thalmann Financial Services Inc., acted as sole
book-running manager in connection with the offering.
A total of 2.8 million shares of common stock,
6,400 shares of preferred stock convertible into 6.4 million shares
of common stock, and warrants to purchase 9.2 million shares of
common stock were issued in the offering.
The securities were offered pursuant to a
registration statement on Form S-1 (File No. 333-216841), which was
declared effective by the United States Securities and Exchange
Commission ("SEC") on April 18, 2017.
This press release does not constitute an offer to
sell or the solicitation of an offer to buy, nor will there be any
sales of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
final prospectus relating to this offering was filed by Sunshine
Heart with the SEC. Copies of the final prospectus can be obtained
at the SEC's website at www.sec.gov or from Ladenburg
Thalmann & Co. Inc., Prospectus Department, 277 Park Avenue,
26th Floor, New York, New York 10172, by calling (212)
409-2000.
About Sunshine Heart
Sunshine Heart, Inc. (Nasdaq:SSH) is an
early-stage medical device company focused on commercializing the
Aquadex FlexFlow® System. The Company's commercial product, the
Aquadex system, is indicated for temporary (up to eight hours)
ultrafiltration treatment of patients with fluid overload who have
failed diuretic therapy, and extended (longer than 8 hours)
ultrafiltration treatment of patients with fluid overload who have
failed diuretic therapy and require hospitalization. Our objective
is to improve the quality of life for patients with heart failure
and related conditions. 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, our ability to execute on our recently
announced strategic realignment, our post-market clinical data
collection activities, benefits of our products to patients, our
expectations with respect to product development and
commercialization efforts, our ability to increase market and
physician acceptance of our products, potentially competitive
product offerings, intellectual property protection, our ability to
integrate acquired businesses, our expectations regarding
anticipated synergies with and benefits from acquired businesses.
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 Napal Drayton
Chief Financial Officer
Sunshine Heart, Inc.
T: +1-952-345-4205
Investor Relations
Sunshine Heart Inc.
ir@sunshineheart.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Sunshine Heart, Inc. via Globenewswire
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