Conformis Announces Common Stock Purchase Agreement with Institutional Investor, Lincoln Park Capital Fund
December 18 2018 - 2:30PM
Conformis, Inc. (NASDAQ:CFMS), a medical technology company that
uses its proprietary iFit Image-to-Implant technology platform to
develop, manufacture and sell joint replacement implants designed
to fit each patient’s unique anatomy, today announced that it has
entered into a common stock purchase agreement and registration
rights agreement (together, the “Agreements”) with Lincoln Park
Capital Fund, LLC (“LPC”), a Chicago-based institutional
investor. Upon entering into the Agreements, the Company sold
$1,000,000 worth of its common stock to LPC at $0.52 per share,
representing a premium of 110% to the previous day’s closing
price. Thereafter, the Company has the right at its sole
discretion to sell to LPC up to $20.0 million worth of shares over
a 36-month period subject to the terms of the Agreements.
Conformis will control the timing of any sales to LPC and LPC will
be obligated to make purchases of Conformis common stock upon
receipt of requests from Conformis in accordance with the
Agreements. Proceeds will be used by Conformis for general
corporate purposes.
There are no upper limits to the price per share
LPC may pay to purchase the up to $20.0 million worth of common
stock subject to the Agreements, and the purchase price of the
shares will be based on the then prevailing market prices of the
Company’s shares at the time of each sale to LPC as described in
the Agreements. As consideration for LPC’s commitment to
purchase shares of common stock under the Agreements Conformis has
issued 354,430 shares to LPC. No warrants, derivatives,
financial or business covenants are associated with the Agreements
and LPC has agreed not to cause or engage in any manner whatsoever,
any direct or indirect short selling or hedging of shares of the
Company’s common stock. The Agreements may be terminated by
the Company at any time, at its sole discretion, without any cost
or penalty.
A more detailed description of the Agreements is set forth in
Conformis’ Current Report on Form 8-K as filed with the SEC.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, nor will there be any sale of these securities in any
jurisdiction in which such offer solicitation or sale are unlawful
prior to registration or qualification under securities laws of any
such jurisdiction.About Conformis, Inc.Conformis
is a medical technology company that uses its proprietary iFit
Image-to-Implant technology platform to develop, manufacture and
sell joint replacement implants that are individually sized and
shaped, or customized, to fit each patient's unique
anatomy. Conformis offers a broad line of customized knee and
hip implants and customized pre-sterilized, single-use instruments
delivered in a single package to the hospital. In clinical
studies, Conformis iTotal CR knee replacement system demonstrated
superior clinical outcomes, including better function and greater
patient satisfaction, compared to traditional, off-the-shelf
implants. Conformis owns or exclusively in-licenses issued
patents and pending patent applications that cover customized
implants and customized patient-specific instrumentation for all
major joints.
For more information, visit www.conformis.com.
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http://ir.conformis.com/.
About Lincoln Park Capital Fund,
LLC.
LPC is an institutional investor headquartered in Chicago,
Illinois. LPC’s experienced professionals manage a
portfolio of investments in public and private entities.
These investments are in a wide range of companies and industries
emphasizing life sciences, specialty financing, energy and
technology. LPC’s investments range from multiyear financial
commitments to fund growth to special situation financings to
long-term strategic capital offering companies certainty,
flexibility and consistency. For more information, visit
www.lpcfunds.com. Cautionary Statement Regarding
Forward-Looking StatementsStatements in this press release
about our future expectations, plans and prospects, including
statements about the anticipated timing of our product launches,
and our financial position and results, ability to achieve
profitability, total revenue, product revenue, gross margin,
operations, operating expenses, and financing plans, as well as
other statements containing the words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "potential," "predict," "project," "should,"
"target," "will," or "would" and similar expressions, constitute
forward-looking statements within the meaning of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995.
We may not actually achieve the forecasts disclosed in our
forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Actual financial results could
differ materially from the projections disclosed in the
forward-looking statements we make as a result of a variety of
risks and uncertainties, including whether our cash resources will
be sufficient to fund our continuing operations for the periods
anticipated; risks related to our estimates and expectations
regarding our revenue, gross margin, expenses, revenue growth and
other results of operations; risks related to our impact of our
reduction in force; risks associated with our ability or inability
to satisfy loan covenants; and the other risks and uncertainties
described in the "Risk Factors" sections of our public filings with
the Securities and Exchange Commission. In addition, the
forward-looking statements included in this press release represent
our views as of the date hereof. We anticipate that subsequent
events and developments may cause our views to change. However,
while we may elect to update these forward-looking statements at
some point in the future, we specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing our views as of any date subsequent to the
date hereof.CONTACT: Investor Relations ir@conformis.com (781)
374-5598
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