Amedica Corporation Announces Pricing of $15,000,000 Public Offering of Units Consisting of Convertible Preferred Stock and W...
May 10 2018 - 9:20AM
Amedica Corporation (NASDAQ: AMDA) an innovative biomaterial
company that develops and commercializes silicon nitride for
biomedical applications, today announced the pricing of an
underwritten 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 will be 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
warrants to purchase up to 758 shares of common stock (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, $1.45 (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 is certain circumstances.
Maxim Group LLC is acting as sole book-running
manager in connection with the offering.
The securities are being offered pursuant to a
written prospectus forming part of an effective registration
statement on Form S-1 (File No. 333-223032) (“Form S-1”), which was
declared effective by the United States Securities and Exchange
Commission ("SEC") on May 10, 2018.
This offering is expected to close on May 14,
2018, subject to satisfaction of customary closing conditions.
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 will be filed by Amedica
with the SEC. When available, 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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