ST. PAUL, Minn., Aug. 11, 2017 /PRNewswire/ -- EnteroMedics Inc.
(NASDAQ:ETRM), a developer of minimally invasive medical devices to
treat obesity, metabolic diseases and other gastrointestinal
disorders, today announced the pricing of an underwritten public
offering of units for gross proceeds of $20
million, prior to deducting underwriting discounts and
commissions and offering expenses payable by EnteroMedics.
The offering consists of units, priced at a public offering
price of $1,000 per unit, comprised
of one share of series B convertible preferred stock, which is
convertible into 435 shares of common stock at a conversion price
of $2.30 per share (the "preferred
stock"), and one seven-year warrant to purchase 435 shares of
common stock, at an exercise price of $2.30 per share. The preferred stock issued in
the offering includes a beneficial ownership blocker but has no
dividend rights (except to the extent dividends are also paid on
the common stock). The securities comprising the units are
immediately separable and will be issued separately. The closing of
the offering is expected to take place on or about August 16,
2017, subject to the satisfaction or waiver of customary closing
conditions.
Ladenburg Thalmann & Co. Inc., a subsidiary
of Ladenburg Thalmann Financial Services Inc. (NYSE
American: LTS), is sole book-running manager in connection with the
offering.
A total of 20,000 shares of preferred stock convertible into 8.7
million shares of common stock, and warrants to purchase 8.7
million shares of common stock will be issued in the offering.
EnteroMedics intends to use the net proceeds from the offering
to continue its commercialization efforts, for clinical and product
development activities, and for other working capital and general
corporate purposes.
A shelf registration statement relating to the securities
offered in the public offering described above was filed with
the Securities and Exchange Commission (the "SEC")
on March 10, 2017, as amended on July
18, 2017 (File No. 333-216600), and became effective
on July 21, 2017. The offering will be made only by means of
the written prospectus and preliminary prospectus supplement that
form a part of the registration statement. Copies of the
preliminary prospectus supplement and accompanying prospectus
relating to the offering may be obtained for free by visiting EDGAR
on the SEC website at www.sec.gov. Copies of the
preliminary prospectus supplement and the accompanying prospectus
relating to the offering may also be obtained from Ladenburg
Thalmann & Co. Inc., Prospectus Department, 277 Park
Avenue, 26th Floor, New York, New York 10172, or by
calling (212) 409-2000.
This press release does 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 offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About EnteroMedics Inc.
EnteroMedics is a medical device company focused on the
development and commercialization of technology to treat obesity
and metabolic diseases. vBloc® Neurometabolic Therapy, delivered by
an FDA-approved pacemaker-like device called the vBloc® System, is
designed to help patients feel full and eat less by intermittently
blocking hunger signals on the vagus nerve. EnteroMedics recently
acquired the Gastric Vest System™ through its acquisition of
BarioSurg, Inc. The Gastric Vest is an investigational, minimally
invasive, laparoscopically implanted medical device being studied
for weight loss in morbidly obese patients. The device wraps around
the stomach, emulating the effect of conventional weight-loss
surgery, and is intended to enable gastric volume reduction without
permanently changing patient anatomy.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements generally can be identified
by the use of words such as expect," "plan," "anticipate," "could,"
"may," "intend," "will," "continue," "future," other words of
similar meaning and the use of future dates. Forward-looking
statements in this release include statements regarding the
proposed public offering and the anticipated use of proceeds
therefrom. These forward-looking statements are based on the
current expectations of our management and involve known and
unknown risks and uncertainties that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such risks and uncertainties
include, among others: our limited history of operations; our
losses since inception and for the foreseeable future; our limited
commercial sales experience with our vBloc® System for the
treatment of obesity in the United
States or in any foreign market other than Australia and the European Community; the
competitive industry in which we operate; our ability to maintain
compliance with the Nasdaq continued listing requirements; our
ability to commercialize our vBloc® System; our dependence on third
parties to initiate and perform our clinical trials; the need to
obtain regulatory approval for any modifications to our vBloc®
System; physician adoption of our vBloc® System and vBloc®
Neurometabolic Therapy; our ability to obtain third party coding,
coverage or payment levels; ongoing regulatory compliance; our
dependence on third party manufacturers and suppliers; the
successful development of our sales and marketing capabilities; our
ability to raise additional capital when needed; international
commercialization and operation; our ability to attract and retain
management and other personnel and to manage our growth
effectively; potential product liability claims; the cost and
management time of operating a public company; potential healthcare
fraud and abuse claims; healthcare legislative reform; and our
ability to obtain and maintain intellectual property protection for
our technology and products. These and additional risks and
uncertainties are described more fully in the Company's filings
with the Securities and Exchange Commission, particularly those
factors identified as "risk factors" in Exhibit 99.3 of our current
report on Form 8-K filed July 26,
2017. We are providing this information as of the date of
this press release and do not undertake any obligation to update
any forward-looking statements contained in this document as a
result of new information, future events or otherwise.
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SOURCE EnteroMedics Inc.