SAINT PAUL, Minn., Jan. 18, 2017 /PRNewswire-USNewswire/
-- EnteroMedics Inc. (NASDAQ:ETRM), the developer of medical
devices using neuroblocking technology to treat obesity, metabolic
diseases and other gastrointestinal disorders, today announced the
pricing of an underwritten public offering of units for gross
proceeds of $16.5 million, prior to
deducting underwriting discounts and commissions and offering
expenses payable by EnteroMedics.
The offering is comprised of Class A Units, priced at a public
offering price of $5.31 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 $5.84 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 188 shares of common stock, and warrants
to purchase 188 shares of common stock. 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 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. The closing of the offering is expected to
take place on or about January 23,
2017, subject to the satisfaction or waiver of customary
closing conditions.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg
Thalmann Financial Services Inc. (NYSE MKT: LTS), is sole
book-running manager in connection with the offering.
A total of 751,412 shares of common stock, 12,531 shares of
preferred stock convertible into 2,359,887 shares of common stock,
and warrants to purchase 3,111,299 shares of common stock will be
issued in the offering.
In addition, EnteroMedics has granted the underwriters a 45-day
option to purchase up to 466,695 additional shares of common stock
and/or additional warrants to purchase up to 466,695 shares of
common stock solely to cover over-allotments, if any, at the public
offering price per share and per warrant less the underwriting
discounts and commissions.
The securities were offered pursuant to a registration statement
on Form S-1 (File No. 333-213704), which was declared effective by
the United States Securities and Exchange Commission ("SEC") on
January 17, 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 will be filed by
EnteroMedics with the SEC. When available, 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, 570
Lexington Avenue, 11th Floor, New York,
New York 10022, by calling (212) 409-2000.
About EnteroMedics Inc.
EnteroMedics is a medical device company focused on the
development and commercialization of its neuroscience based
technology to treat obesity and metabolic diseases.
vBloc® Neurometabolic Therapy, delivered by a
pacemaker-like device called the vBloc® System, is
designed to intermittently block the vagus nerves using
high-frequency, low-energy, electrical impulses. EnteroMedics'
vBloc® System has received U.S. Food and Drug
Administration approval and CE Mark.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements about
EnteroMedics Inc. Our actual results could differ materially from
those discussed due to known and unknown risks, uncertainties and
other factors including 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; our
ability to regain and then 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; 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 the annual report on
Form 10-K filed March 28, 2016. 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.