BOSTON, Oct. 24, 2013 /PRNewswire/ -- InspireMD Inc.
(NYSE MKT: NSPR) ("InspireMD" or the "Company"), a leader in
embolic protection stents, today announced that it has secured
$10 million in venture debt financing
to support expanding its ability to execute on emerging clinical
research and product development efforts. The Company also
announced it has adopted a stockholder rights plan effective for a
one year period.
Alan Milinazzo, President and
Chief Executive Officer of InspireMD, commented, "While we have the
necessary capital to support our existing business and clinical
efforts, we intend to strategically increase the Company's access
to capital to fund the expansion of our clinical studies and
product development strategy, while limiting shareholder dilution.
Our initial action includes securing $10
million of venture debt. With this added capital, we
can accelerate critical product development and clinical programs
to expand our MicroNet therapeutic platform as well as facilitating
ongoing discussions with potential strategic partners."
With respect to the stockholder rights plan, Sol Barer, Chairman of InspireMD's Board of
Directors commented, "As we expand our pipeline of exciting new
stent technologies addressing significant underserved medical
conditions, we believe it is prudent to institute the rights plan
in order to protect our shareholders' interests. This is due to the
Board's concern that the current share price for the Company's
common stock doesn't take into account the existing product
portfolio as well as pending development activities. Our goal is to
ensure that if an event were to arise it would take into account
the overall value of these efforts."
InspireMD closed the $10 million
venture debt financing with Hercules Technology Growth Capital
(NYSE: HTGC). The funding is in the form of secured indebtedness
bearing interest at a calculated prime-based variable rate
currently set at 10.5%. Payments under the loan agreement are
interest only for 9 months, followed by 30 monthly payments of
principal and interest through the scheduled maturity date on
February 1, 2017. In connection with
the loan agreement, InspireMD issued Hercules warrants, which are
exercisable for 168,351 shares of Common Stock at a per share
exercise price of $2.97.
Stockholder Rights Plan
As noted above, on October 22,
2013, the Company's Board adopted a stockholder rights plan
(the "Rights Plan") and declared a dividend of one right on each
outstanding share of InspireMD's common stock.
The Rights Plan is designed to assure that all of InspireMD's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the company and to guard against tactics to
gain control of InspireMD without paying all stockholders a premium
for that control. InspireMD's Board deemed it appropriate and
prudent to adopt the Rights Plan at this time.
The Rights Plan is intended to enable all InspireMD stockholders
to realize the long-term value of their investment in the
company. It will not prevent a takeover, but should encourage
anyone seeking to acquire the company to negotiate with the
Board.
Pursuant to the Rights Plan, InspireMD is issuing one preferred
share purchase right for each outstanding share of common stock at
the close of business on November 15,
2013. Initially, the rights will not be exercisable and will
trade with the company's shares of common stock.
Under the Rights Plan, the rights will generally become
exercisable only if a person or group acquires beneficial ownership
of 15% or more of the Company's common stock in a transaction not
approved by InspireMD's Board. In that situation, each holder
of a right (other than the acquiring person, whose rights will
become void and will not be exercisable) will be entitled to
purchase, at the then-current exercise price, additional shares of
common stock having a value of twice the exercise price of the
right. In addition, if InspireMD is acquired in a merger or
other business combination after an unapproved party acquires more
than 15% of InspireMD's common stock, each holder of a right would
then be entitled to purchase at the then-current exercise price,
shares of the acquiring company's stock, having a value of twice
the exercise price of the right.
InspireMD's Board may redeem the rights for a nominal amount at
any time before an event that causes the rights to become
exercisable. Under the terms of the Rights Plan, it will
expire on October 22, 2014.
InspireMD will file a Form 8-K and Form 8-A with the United
States Securities and Exchange Commission that will contain
additional information regarding the terms and conditions of the
Rights Plan. InspireMD stockholders will also receive
information regarding the Rights Plan.
About InspireMD, Inc.
InspireMD seeks to utilize its proprietary MGuard™ technology to
make its products the industry standard for embolic protection
stents and to provide a superior solution to the key clinical
issues of current stenting in patients with a high risk of distal
embolization, no reflow and major adverse cardiac events.
InspireMD intends to pursue applications of this technology in
coronary, carotid and peripheral artery procedures.
InspireMD's common stock is quoted on the NYSE MKT under the ticker
symbol NSPR.
MGuard™ EPS is CE Mark approved. It is not approved for sale in
the U.S. by the FDA at this time.
About Hercules Technology Growth Capital, Inc.
Hercules Technology Growth Capital, Inc. (NYSE: HTGC) is the
leading specialty finance company focused on providing senior
secured loans to venture capital-backed companies in
technology-related markets, including technology, biotechnology,
life science, and energy and renewables technology industries, at
all stages of development. Since inception (December 2003), Hercules has committed more than
$3.9 billion to over 250 companies
and is a lender of choice for entrepreneurs and venture capital
firms seeking growth capital financing.
The Company's common stock trades on the New York Stock Exchange
under the ticker symbol "HTGC."
In addition, Hercules has two outstanding bond issuances of 7.00
percent Senior Notes due 2019—the April
2019 Notes and September 2019
Notes—which trade on the NYSE under the symbols "HTGZ" and "HTGY,"
respectively.
For more information, please visit www.htgc.com.
Forward-looking Statements:
This press release contains "forward-looking statements." Such
statements may be preceded by the words "intends," "may," "will,"
"plans," "expects," "anticipates," "projects," "predicts,"
"estimates," "aims," "believes," "hopes," "potential" or similar
words. Forward-looking statements are not guarantees of future
performance, are based on certain assumptions and are subject to
various known and unknown risks and uncertainties, many of which
are beyond the Company's control, and cannot be predicted or
quantified and consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, without limitation, risks and
uncertainties associated with (i) market acceptance of our existing
and new products, (ii) negative clinical trial results or lengthy
product delays in key markets, (iii) an inability to secure
regulatory approvals for the sale of our products, (iv) intense
competition in the medical device industry from much larger,
multinational companies, (v) product liability claims, (vi) our
limited manufacturing capabilities and reliance on subcontractors
for assistance, (vii) insufficient or inadequate reimbursement by
governmental and other third party payers for our products, (viii)
our efforts to successfully obtain and maintain intellectual
property protection covering our products, which may not be
successful, (ix) legislative or regulatory reform of the healthcare
system in both the U.S. and foreign jurisdictions, (x) our reliance
on single suppliers for certain product components, (xi) the fact
that we will need to raise additional capital to meet our business
requirements in the future and that such capital raising may be
costly, dilutive or difficult to obtain and (xii) the fact that we
conduct business in multiple foreign jurisdictions, exposing us to
foreign currency exchange rate fluctuations, logistical and
communications challenges, burdens and costs of compliance with
foreign laws and political and economic instability in each
jurisdiction. More detailed information about the Company and the
risk factors that may affect the realization of forward looking
statements is set forth in the Company's filings with the
Securities and Exchange Commission (SEC), including the Company's
Transition Report on Form 10-K/T and its Quarterly Reports on Form
10-Q. Investors and security holders are urged to read these
documents free of charge on the SEC's web site at
http://www.sec.gov. The Company assumes no obligation to publicly
update or revise its forward-looking statements as a result of new
information, future events or otherwise.
Investor Contacts:
Todd
Fromer / Garth Russell
KCSA Strategic Communications
Phone: 212-896-1215 / 212-896-1250
Email: tfromer@kcsa.com / grussell@kcsa.com
Media Contacts:
Lewis
Goldberg / Samantha Wolf
KCSA Strategic Communications
Phone: 212-896-1216 / 212-896-1220
Email: lgoldberg@kcsa.com / swolf@kcsa.com
SOURCE InspireMD