Cardica Prices Public Offering of Common Stock and Preferred Stock
REDWOOD CITY, Calif., April 16, 2014 /PRNewswire/ -- Cardica, Inc. (Nasdaq: CRDC) today announced the pricing of an underwritten public offering of 32,500,000 shares of its common stock, offered at a price to the public of $0.85 per share, and 191,474 shares of its Series A convertible preferred stock, offered at a price to the public of $85.00 per share. The Series A convertible preferred stock is non-voting and is convertible into shares of Cardica common stock at a conversion rate of 100 shares of common stock for each share of Series A convertible preferred stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.98% of the total number of shares of Cardica common stock then outstanding unless the holder gives Cardica at least 61 days prior notice of an intent to convert into shares of common stock that would cause the holder to own more than 9.98% of the total number of shares of common stock then issued and outstanding. Cardica has also granted to the underwriters an option to purchase up to an additional 4,875,000 shares of common stock to cover overallotments.
The gross proceeds to Cardica from this offering are expected to be $43.9 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Cardica. The offering is expected to close on or about April 22, 2014, subject to customary closing conditions. Cardica anticipates using the net proceeds from the offering for general corporate purposes, including the costs of sales and marketing activities for the U.S. launch of Cardica's MicroCutter XCHANGE 30, research and development activities, and general and administrative and manufacturing expenses.
Wedbush PacGrow Life Sciences is acting as sole book-running manager for the offering, and Craig-Hallum Capital Group is acting as co-manager for the offering.
The shares described above are being offered by Cardica pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC"), which the SEC declared effective on April 15, 2014. The preliminary prospectus is available, and the final prospectus will be available, for free by visiting EDGAR on the SEC's website located at www.sec.gov. Copies of the preliminary prospectus and, when available the final prospectus, may also be obtained from the offices of Wedbush Securities Inc., Two Embarcadero Center, Suite 600, San Francisco, CA 94111, Attn: ECM Prospectus Department, by calling 415-274-6819 or by email at email@example.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these shares, nor shall there be any sale of these shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Cardica designs and manufactures proprietary stapling and anastomotic devices for cardiac and laparoscopic surgical procedures.
Statements contained in this press release regarding Cardica's expectations with respect to the completion, timing and size of its public offering are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks that contribute to the uncertain nature of the forward-looking statements include, among others, risks associated with market conditions and the satisfaction of customary closing conditions related to the public offering. There can be no assurance that Cardica will be able to complete the public offering on the anticipated terms, or at all. Other risks and uncertainties relating to Cardica are described more fully under the headings "Risk Factors" in Cardica's most recently filed SEC documents, including its Quarterly Report on Form 10-Q for the quarter ended December 31, 2013. All forward-looking statements contained in this press release speak only as of the date on which they were made. Cardica undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
SOURCE Cardica, Inc.