Amedica Corporation Announces Closing of $15,000,000 Public Offering of Units Consisting of Convertible Preferred Stock and W...
May 14 2018 - 4:26PM
Amedica Corporation (NASDAQ: AMDA) an innovative biomaterial
company that develops and commercializes silicon nitride for
biomedical applications, today announced the closing of its
previously announced public offering of units, consisting of
convertible preferred stock and warrants, for gross proceeds of
$15,000,000, which excludes underwriting discounts and commissions
and offering expenses payable by Amedica.
The offering was comprised of units, priced at a
public offering price of $1,000 per unit. Each unit consists of one
share of Series B Convertible Preferred Stock, with a stated value
of $1,100, and 758 common stock purchase warrants (the “Warrants”).
The Warrants are initially exercisable at an exercise price of
$1.60 per share and expire 5 years from the date of issuance.
The Series B Preferred Stock is convertible into
shares of common stock by dividing the stated value of $1,100 by:
(i) for the first 40 trading days following the closing of
this offering, $1.4512 (the “Conversion Price”), (ii) after 40
trading days but prior to the 81st trading day, the lesser of (a)
the Conversion Price and (b) 87.5% of the lowest volume weighted
average price for our Common Stock as reported at the close of
trading on the market reporting trade prices for the Common Stock
during the five trading days prior to the 41st trading day,
and (iii) after 80 trading days, the lesser of (a) the Conversion
Price and (b) 87.5% of the lowest volume weighted average price for
our Common Stock as reported at the close of trading on the market
reporting trade prices for the Common Stock during the five trading
days prior to the date of the notice of conversion. In the case of
(ii)(b) and (iii)(b) above, the share price shall not be less than
$0.48 (the “Floor Price”). Each of the Conversion Price and
Floor Price is subject to adjustment in certain circumstances.
Maxim Group LLC acted as sole book-running
manager in connection with the offering.
The securities were offered pursuant to a
registration statement on Form S-1 (“Form S-1”), which was declared
effective by the United States Securities and Exchange Commission
("SEC") on May 10, 2018.
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 has been filed by
Amedica with the SEC. Copies of the final prospectus relating to
this offering may also be obtained by contacting Maxim Group LLC,
405 Lexington Ave., New York, NY, 10174; Attn: Prospectus
Department, or by Telephone: (212) 895-3745; or
Email:syndicate@maximgrp.com.
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. 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 OEM partnerships.
Forward-Looking Statements
This press release contains statements that
constitute forward-looking statements within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
These statements are based upon our current expectations and speak
only as of the date hereof. Our actual results may differ
materially and adversely from those expressed in any
forward-looking statements as a result of various factors and
uncertainties. For example, silicon nitride and our products may
not have the impact we expect, the outcomes of our ongoing studies
may not be positive, and the results of our studies may not come in
the anticipated timeframes. Other factors that could
cause actual results to differ materially from those contemplated
within this press release can also be found in Amedica's Risk
Factors disclosure in the Form S-1, its Annual Report on Form 10-K,
filed with the SEC on March 29, 2018, and in Amedica's other
filings with the SEC. Forward-looking statements contained in
this press release speak only as of the date of this press release.
We undertake no obligation to update any forward-looking statements
as a result of new information, events or circumstances or other
factors arising or coming to our attention after the date
hereof.
Contacts
Amedica IR
801-839-3502
IR@amedica.com
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