ENGLEWOOD, Colo., May 4, 2023
/PRNewswire/ -- Zynex, Inc. ("Zynex") (Nasdaq: ZYXI), announced
today the pricing of its previously announced private offering of
$52.5 million aggregate principal
amount of 5.00% 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"). The Notes Offering was upsized from the previously announced
offering size of $50.0 million
aggregate principal amount of Notes. In addition, Zynex has
granted 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 Offering is expected to close on
May 9, 2023, subject to customary
closing conditions.
The Notes will be general unsecured obligations of Zynex and
will accrue interest at a rate of 5.00% per annum, payable
semi-annually in arrears on May 15
and November 15 of each year,
beginning on November 15, 2023. The
Notes will mature on May 15, 2026
unless earlier converted, redeemed or repurchased. Before
February 15, 2026, noteholders will
have the right to convert their Notes in certain circumstances and
during specified periods. From and after February 15, 2026, noteholders may convert their
Notes at any time at their election until the close of business on
the second scheduled trading day immediately before the maturity
date. Zynex will settle conversions by paying or delivering, as
applicable, cash, shares of Zynex's common stock, or a combination
of cash and shares of its common stock, at Zynex's election. The
initial conversion rate is 92.8031 shares of Zynex's common stock
per $1,000 principal amount of Notes,
which represents an initial conversion price of approximately
$10.78 per share of Zynex's common
stock. The initial conversion price represents a premium of
approximately 15.0% to the last reported sale price of Zynex's
common stock on the Nasdaq Capital Market on May, 4, 2023. The
conversion rate and conversion price will be subject to customary
anti-dilution adjustments and increases in connection with certain
corporate events or redemptions as described below.
Zynex may not redeem the Notes prior to May 20, 2025. Zynex may redeem for cash all, but
not less than all, of the Notes, on or after May 20, 2025 and prior to the 41st
scheduled trading day immediately preceding the maturity date of
the Notes if the last reported sale price of Zynex's common stock
has been at least 130% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which Zynex provides notice of redemption at
a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date.
If a "fundamental change" (as defined in the indenture for the
Notes) occurs, then, subject to certain conditions and a limited
exception, noteholders may require Zynex to repurchase all or any
portion of their Notes for cash. The repurchase price will be equal
to the principal amount of the Notes to be repurchased, plus
accrued and unpaid interest, if any, to, but excluding, the
applicable repurchase date. In addition, following certain
corporate events that occur prior to the maturity date of the Notes
or if Zynex delivers a notice of redemption, Zynex will, in certain
circumstances, increase the conversion rate of the Notes for a
noteholder who elects to convert its Notes in connection with such
a corporate event or convert its Notes called (or deemed called)
for redemption during the related redemption period, as the case
may be.
Zynex estimates that the net proceeds from the offering will be
approximately $50.0 million (or
approximately $57.2 million if the
initial purchaser exercises its option to purchase additional notes
in full), after deducting the initial purchaser's discounts and
commissions and estimated offering expenses payable by Zynex. Zynex
expects to use approximately $8.5
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 were only 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 does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes or any shares of common
stock issuable upon conversion of the Notes, nor will there be any
sale of the Notes or any such shares, in any state or other
jurisdiction in which such offer, sale or solicitation would be
unlawful.
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