ENGLEWOOD, Colo., May 3, 2023
/PRNewswire/ -- Zynex, Inc. ("Zynex") (Nasdaq: ZYXI), today
announced its intent to offer, subject to market conditions and
other factors, $50 million aggregate
principal amount of its convertible senior notes due 2026 (the
"Notes") in a private offering (the "Notes Offering") to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). Zynex also intends to grant the initial
purchaser of the Notes an option to purchase, for settlement within
a 13-day period beginning on, and including, the date on which the
Notes are first issued, up to an additional $7.5 million aggregate principal amount of
Notes.
The Notes will be general unsecured obligations of Zynex and
will accrue interest payable semiannually in arrears. Upon
conversion, Zynex will pay or deliver, as the case may be, cash,
shares of Zynex's common stock or a combination of cash and shares
of Zynex's common stock, at its election. The interest rate,
initial conversion rate and other terms of the Notes will be
determined at the time of pricing of the Notes Offering.
Concurrently with the Notes Offering, Thomas Sandgaard, the Chief Executive Officer of
Zynex, is offering 2,000,000 shares of Zynex's common stock in an
underwritten public offering (the "Secondary Offering"). Mr.
Sandgaard also intends to grant the underwriter a 30-day option to
purchase up to an additional 300,000 shares of Zynex's common
stock. Zynex will not receive any of the proceeds from the
Secondary Offering and Zynex will bear the costs associated with
the Secondary Offering, except for underwriting discounts and
commissions. The Notes Offering is not contingent upon the
Secondary Offering and the Secondary Offering is not contingent
upon the Notes Offering.
Zynex expects to use approximately $9.3
million of the net proceeds from the Notes Offering to repay
outstanding borrowings under its $16.0
million term loan. Zynex intends to use the remainder of the
net proceeds for working capital, and for other general corporate
purposes. Zynex may also use a portion of the net proceeds
for acquisitions of, or strategic investments in, complementary
businesses, products, services, or technologies. However, Zynex
does not have agreements or commitments with respect to any such
acquisition or strategic investment at this time.
The Notes will only be offered to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The Notes and shares of Zynex's common stock
issuable upon conversion of the Notes, if any, have not been and
will not be registered under the Securities Act, any state
securities laws or the securities laws of any other jurisdiction,
and unless so registered, may not be offered or sold in
the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward looking statements. Zynex makes no express or
implied representation or warranty as to the completeness of
forward-looking statements or, in the case of projections, as to
their attainability or the accuracy and completeness of the
assumptions from which they are derived. Factors that could cause
actual results to materially differ from forward-looking statements
include, but are not limited to, the need to obtain Conformité
Européenne marking of new products, the acceptance of new products
as well as existing products by doctors and hospitals, larger
competitors with greater financial resources, the need to keep pace
with technological changes, our dependence on the reimbursement for
our products from health insurance companies, our dependence on
third party manufacturers to produce our products on time and to
our specifications, implementation of our sales strategy including
a strong direct sales force, the impact of COVID-19 on the global
economy and other risks described in our filings with the
Securities and Exchange Commission, including, but not limited to,
our Annual Report on Form 10-K for the year ended December 31, 2022, as well as our quarterly
reports on Form 10-Q and our current reports on Form 8-K.
Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks
only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
About Zynex
Zynex, founded in 1996, develops, manufactures, markets, and
sells medical devices used for pain management and rehabilitation
as well as non-invasive fluid, sepsis, and laser-based pulse
oximetry monitoring systems for use in hospitals.
Contact: Zynex, Inc. (800) 495-6670
Investor Relations Contact:
Gilmartin Group
Investor Relations Counsel
ir@zynex.com
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SOURCE Zynex