ALPHARETTA, Ga.--SANUWAVE Health, Inc. (OTCBB: SNWV), an emerging medical technology company focused on regenerative medicine, announced today that it has entered into a definitive agreement to sell securities to investors in a private placement for gross proceeds of approximately $9.1 million. The majority of investors in the financing are healthcare-focused institutional funds. The offering is expected to close on or about April 8, 2011 and is subject to the satisfaction of customary closing conditions.
Under the terms of the offering, the Company will sell an aggregate of approximately 2.8 million shares of common stock at a price of $3.25 per share. The purchasers will also receive warrants to purchase up to an aggregate of approximately 2.8 million shares of common stock at an exercise price of $4.00 per share. The warrants will expire in five years. The Company is required to file a resale registration statement within 45 days following the closing that covers the resale of the shares by the purchasers and the shares issuable upon exercise of the warrants.
In addition, on April 4, 2011, the Company and holders of the senior notes outstanding agreed to exchange the notes with a balance of principal and accrued interest of $4.4 million into 1,358,126 shares of common stock of the Company. The note holders also received warrants to purchase up to an aggregate of 679,063 shares of common stock at an exercise price of $4.00 per share. The warrants will expire in five years.
The Company intends to use the proceeds of this private placement for general working capital purposes.
Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), served as the Company’s exclusive placement agent for this transaction.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
A summary of the transaction will be included in the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
About SANUWAVE Health, Inc.
SANUWAVE Health, Inc. ( www.sanuwave.com) is an emerging regenerative medicine company focused on the development and commercialization of non-invasive, biological response-activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE’s portfolio of products and product candidates activate biologic signaling and angiogenic responses, including new vascularization and microcirculatory improvement, helping to restore the body’s normal healing processes and regeneration. SANUWAVE intends to apply its PACE ® technology in wound healing, orthopedic/spine, plastic/cosmetic and cardiac conditions. Its lead product candidate for the global wound care market, dermaPACE ®, is CE marked for treatment of the skin and subcutaneous soft tissue and recently completed its highly positive pivotal Phase III, Investigational Device Exemption (IDE) clinical trial in the U.S. for the treatment of diabetic foot ulcers. SANUWAVE researches, designs, manufactures, markets and services its products worldwide, and believes it has demonstrated that this technology is safe and effective in stimulating healing in chronic conditions of the foot (plantar fasciitis) and the elbow (lateral epicondylitis) through its U.S. Class III PMA approved Ossatron ® device, as well as stimulating bone and chronic tendonitis regeneration in the musculoskeletal environment through the utilization of its Ossatron, Evotron ™ and orthoPACE ® devices in Europe.
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are risks associated with the marketing of the Company’s product candidates and products, unproven pre-clinical and clinical development activities, regulatory oversight, the Company’s ability to manage its capital resource issues, competition, and the other factors discussed in detail in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement.