REDWOOD CITY, Calif.--(BUSINESS WIRE)--Dextera Surgical Inc. (NASDAQ:DXTR), a company developing and commercializing the MicroCutter 5/80™ stapler based on its proprietary ‘‘staple-on-a-strip’’ technology intended for use by thoracic, pediatric, colorectal and general surgeons, today announced that it has priced a firm commitment underwritten public offering of 8,000 shares of its Series B convertible preferred stock and related warrants at a price to the public of $1,000 per share of Series B convertible preferred stock for gross proceeds of $8 million, prior to deducting underwriting discounts and commissions and offering expenses payable by Dextera Surgical.
The offering is expected to close on or about May 16, 2017, subject to satisfaction of customary closing conditions.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT:LTS), served as the sole book-running manager and Craig-Hallum Capital Group LLC served as co-manager for the offering.
Each share of Series B convertible preferred stock, which is convertible into 3,704 shares of common stock at a conversion price of $0.27 per share, will be accompanied by 3,704 series 1 warrants each to purchase one share of common stock at an exercise price of $0.27 per share with a term of exercise of five years, and 1,852 series 2 warrants each to purchase one share of common stock at an exercise price of $0.27 per share with a term of exercise of one year. In total, the shares of Series B convertible preferred stock are convertible into 29.6 million shares of common stock, and the warrants are exercisable for 44.5 million shares of common stock. The Company will use the proceeds from this offering for general corporate purposes, including the costs of development and sales and marketing activities for its MicroCutter 5/80, research and development activities, and general and administrative and manufacturing expenses.
This offering shall be made only by means of a prospectus. When filed with the SEC, copies of the final prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov or by request by contacting Ladenburg Thalmann & Co. Inc., 277 Park Avenue, 26th Floor, New York, NY 10172 or by email at firstname.lastname@example.org.
The securities were offered pursuant to a registration statement on Form S-1 (333-216625) that was declared effective by the SEC on May 11, 2017. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall 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 any such state or jurisdiction.
About Dextera Surgical Inc.
Dextera Surgical Inc. (Nasdaq:DXTR) designs and manufactures proprietary stapling devices for minimally invasive surgical procedures. Dextera Surgical also markets automated anastomosis devices for coronary artery bypass graft (CABG) surgery on the market today: the C-Port® Distal Anastomosis Systems and PAS-Port® Proximal Anastomosis System. These products are sold by Dextera Surgical under the Cardica brand name.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This announcement contains forward-looking statements, including statements relating to Dextera Surgical’s expectations regarding the completion of the proposed public offering. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. Dextera Surgical cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering. There can be no assurance that Dextera Surgical will be able to complete the public offering on the anticipated terms, or at all. Risks and uncertainties relating to Dextera Surgical and its business can be found in the “Risk Factors” section of Dextera Surgical’s Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017, and in the preliminary prospectus supplement contained in the registration statement related to the proposed offering filed with the SEC on May 11, 2017. Dextera Surgical undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in Dextera Surgical’s expectations.