Diomed Holdings Signs $10 Million Equity Financing; Current Preferred Stock Holders to Tender Existing Shares for Shares of New
July 27 2006 - 10:01AM
Business Wire
Diomed Holdings, Inc. (AMEX: DIO), a leading developer and marketer
of minimally invasive medical technologies, including its patented
EndoVenous Laser Treatment (EVLT(R)) for varicose veins, today
announced that it has reached agreement with investors for a $10
million private placement of a new series of its preferred stock.
As part of the announced round of financing, all holders of the
existing shares of convertible stock will tender their existing
preferred shares for shares of the new series of preferred stock.
The shares of the new series of preferred stock to be issued in the
private placement are exchangeable into approximately 8.7 million
shares of Diomed's common stock, resulting in an effective price of
$1.15 per common share. The shares of the new series of preferred
stock will be issued without warrants attached and provide for no
dividends except in the event of a future dilutive equity issuance.
Diomed has also agreed to issue shares of its new series of
preferred stock in exchange for approximately 4 million shares of
existing preferred stock to be tendered at closing by the existing
preferred stockholders. The existing preferred shares are
exchangeable by their terms on a one-for-one basis for 4 million
shares of Diomed's common stock, while the new series of preferred
stock will be exchangeable for an aggregate of 8.7 million shares
of Diomed's common stock. "We are extremely pleased with the terms
of the financing," remarked David B. Swank, Chief Financial Officer
of Diomed Holdings, Inc. "We also believe that, subject to review
by the AMEX, this transaction addresses the minimum stockholders
equity concern noted by the Exchange last month. Investors may be
pleased to see that, under this financing, we have been able both
to strengthen and to simplify our balance sheet." "This financing
enhances our ability to drive the growth of our business and to
continue to vigorously protect our intellectual property rights
under US patent law," commented James A. Wylie, Diomed's Chief
Executive Officer. "We are particularly pleased with the
participation of a number of premier medically-oriented
institutional investors in this financing, including both new and
existing investors, which we view as confirmation of the market's
belief in Diomed's solid growth potential." The transaction is
subject to certain approvals, including the approval of Diomed's
stockholders, which the Company intends to seek as soon as
practicable. The Company has also agreed to register with the
Securities and Exchange within the 120 days after closing,
approximately 17.4 million shares of its Common Stock that underlie
the shares of the new series of preferred stock that it has agreed
to issue. The Company will file a Current Report on Form 8-K
containing complete details of the transaction. About Diomed Diomed
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products. Diomed's EVLT(R) laser vein ablation procedure
is used in varicose vein treatments. Diomed also provides
photodynamic therapy (PDT) for use in cancer treatments, and dental
and general surgical applications. The EVLT(R) procedure and the
Company's related products were cleared by the United States FDA in
January of 2002. Along with lasers and single-use procedure kits
for its EVLT(R) laser vein treatment, the Company provides its
customers with state of the art physician training and practice
development support. Additional information is available on the
Company's website: www.evlt.com. EVLT(R) is a registered trademark
of Diomed Inc., Andover, MA. Safe Harbor This press release does
not constitute an offer of any securities for sale. Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these transactions or the
securities to be issued in connection with these transactions. Safe
Harbor statements under the Private Securities Litigation Reform
Act of 1995: Statements in this news release looking forward in
time involve risks and uncertainties, including the risks
associated with trends in the products markets, reliance on third
party distributors in various countries outside the United States,
reoccurring orders under OEM contracts, market acceptance risks,
technical development risks and other risk factors. These
statements relate to our future plans, objectives, expectations and
intentions. These statements may be identified by the use of words
such as "may," "will," "should," "potential," "expects,"
"anticipates," "intends," "plans," "believes" and similar
expressions. These statements are based on our current beliefs,
expectations and assumptions and are subject to a number of risks
and uncertainties. Our actual results could differ materially from
those discussed in these statements. Our Annual Report on Form SEC
10-KSB/A (the "Annual Report") contains a discussion of certain of
the risks and uncertainties that affect our business. We refer you
to the "Risk Factors" on pages 23 through 38 of the Annual Report
for a discussion of certain risks, including those relating to our
business as a medical device company without a significant
operating record and with operating losses, our risks relating to
our commercialization of our current and future products and
applications and risks relating to our common stock and its market
value. Diomed disclaims any obligation or duty to update or correct
any of its forward-looking statements.
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