EDEN PRAIRIE, MN and SYDNEY, AUSTRALIA--(Marketwire - Jan 15, 2013) - Sunshine Heart, Inc. (
"We are very pleased to have entered this agreement with Aspire Capital Fund as the agreement structure provides us with added financial strength and flexibility," said Dave Rosa, CEO of Sunshine Heart. "We intend to use this prudently as one of the available tools to raise equity only when it is opportunistic in the marketplace. This provides the Company with additional security as we conduct our U.S. FDA pivotal and European post-market trials and advance towards commercialization of the C-Pulse System in the U.S. and Europe. Furthermore, we believe Aspire's commitment, along with their reputation as a long-term, institutional investor, demonstrates confidence in our technology and management team."
"We are very excited and proud to add Sunshine Heart to our investment portfolio," said Erik J. Brown, Principal of Aspire Capital. "Based on the promising 12-month feasibility data announced in late 2012, we strongly believe the C-Pulse System represents a unique and highly differentiated approach to treating heart failure and that it will ultimately provide patients with improved outcomes and quality of life relative to conventional heart failure devices."
Key aspects of the Purchase Agreement include:
- Sunshine Heart will control the timing and amount of any sales of common stock to Aspire and will know the sales price before directing Aspire to purchase shares;
- Aspire has no right to require any sales by the Company, but is obligated to make purchases as the Company directs, in accordance with the terms of the Purchase Agreement;
- There are no limitations on use of proceeds, financial covenants, restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement;
- The Purchase Agreement may be terminated by Sunshine Heart at any time, at its discretion, without any additional cost or penalty; and
- Sunshine Heart has issued to Aspire Capital common shares as consideration for entering into the purchase agreement.
Under the Purchase Agreement, the Company shall not be permitted to issue, and Aspire Capital shall not be permitted to purchase, any shares of Common Stock if such issuance would breach the Company's obligations or be prohibited by the rules and regulations of the Nasdaq Capital Market or the Australian Securities Exchange or otherwise if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock then owned beneficially by Aspire Capital and its affiliates would result in the beneficial ownership by Aspire Capital and its affiliates of more than 13.99% of the Company's outstanding shares of Common Stock or 19.99% if during the term of Purchase Agreement the Company's securities cease to be listed on ASX.
A more complete and detailed description of the transaction is set forth in the Company's Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.
The offer and sale of the shares of Sunshine Heart, Inc. common stock issuable under the Purchase Agreement have not been registered under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Sunshine Heart has agreed to file within ten (10) business days a registration statement on Form S-1, covering the resale of the common stock issued and issuable in accordance with the terms of the agreement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About the C-Pulse® Heart Assist System
The C-Pulse Heart Assist System, or C-Pulse System, an investigational device in the United States, Canada and countries that do not recognize the CE Mark approval, utilizes the scientific principles of intra-aortic balloon counter-pulsation applied in an extra-aortic approach to assist the left ventricle by reducing the workload required to pump blood throughout the body, while increasing blood flow to the coronary arteries. Operating outside the patient's bloodstream, the extra-aortic approach of the C-Pulse technology offers greater flexibility, allowing patients to safely disconnect to have intervals of freedom to perform certain activities such as showering. The C-Pulse System may help maintain the patient's current condition and, in some cases, reverse the heart failure process, thereby potentially preventing the need for later stage heart failure therapies, such as left ventricular assist devices (LVADs), artificial hearts or transplants.
Caution: Investigational device, limited by Federal (or United States) Law to Investigational use.
About Sunshine® Heart
Sunshine Heart, Inc. (
About Aspire Capital Fund, LLC
Aspire Capital Fund, LLC is an institutional investor based in Chicago, Illinois, with a fundamental investment approach. Aspire Capital invests in a wide range of companies and industries emphasizing life sciences, energy and technology.
Certain statements in this release are forward-looking statements that are based on management's beliefs, assumptions and expectations and information currently available to management. All statements that address future operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation, our expectations with respect to product development, commercialization efforts and future clinical trial activities and results. These forward-looking statements are subject to numerous risks and uncertainties, including without limitation, the possibility that our clinical trials do not meet their end-points or otherwise fail, that regulatory authorities do not accept our application or approve the marketing of the C-Pulse System, the possibility we may be unable to raise the funds necessary for the development and commercialization of our products, that we may not be able to commercialize our products successfully in the EU and the other risk factors described under the caption "Risk Factors" and elsewhere in our filings with the U.S. Securities and Exchange Commission and ASX. You should not place undue reliance on forward-looking statements because they speak only as of the date when made and may turn out to be inaccurate. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements.