CORINDUS VASCULAR ROBOTICS, INC. (NYSEMKT:CVRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On February 28, 2017, Corindus Vascular Robotics, Inc. (the
Company) entered into a securities purchase agreement for a
private placement (the Purchase Agreement) with a select group of
existing and new investors (theInvestors). The private placement
consists of the sale of 67,941,346 shares (the Shares) of the
Companys common stock (the Common Stock), at a price of $0.6616
per share, which was the closing price of the Common Stock on the
NYSE MKT immediately before entering in the Purchase Agreement
(the Financing), for gross proceeds of approximately $45 million,
before deducting offering expenses. The closing of the Financing
is expected to take place on or about March15, 2017, subject to
customary closing conditions.
In connection with the Financing, the Company also agreed to
enter into a registration rights agreement (the Registration
Rights Agreement) with the Investors, to be effective as of the
closing of the Financing, requiring the Company to register the
resale of the Shares. Under the Registration Rights Agreement,
the Company will be required to prepare and file a registration
statement with the Securities and Exchange Commission within 45
days of the closing of the Financing, and to use commercially
reasonable efforts to have the registration statement declared
effective within 90 days if there is no review by the Securities
and Exchange Commission, and within 120 days in the event of such
review.
The Shares were offered and will be issued and sold in reliance
upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act), set
forth under Section4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated under the Securities Act, relating to
sales by an issuer not involving any public offering and in
reliance on similar exemptions under applicable state laws. Each
Investor represented that it is an accredited investor and that
it is acquiring the Shares for investment purposes only and not
with a view to any resale, distribution or other disposition of
such securities in violation of the United States federal
securities laws. Neither this Current Report on Form 8-K, nor the
exhibits attached hereto is an offer to sell or the solicitation
of an offer to buy the securities described herein.
The Company expects to use the proceeds of the Financing for
general corporate purposes, including the global
commercialization of the recently FDA-cleared next-generation
CorPath GRX System.
The above description of the material terms of the offering is
qualified in its entirety by reference to the Securities Purchase
Agreement attached hereto as Exhibit 10.1.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information called for by this Item 3.02 is contained in Item
1.01, which is incorporated herein by reference.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On February 24, 2017, the Board accepted the resignations of
David R. White, Michael Y. Mashaal, and Hillel Bachrach from the
Board, with the resignations of Mr. White and Mr. Mashaal to be
effective upon the Company entering into the Purchase Agreement
and the resignation of Mr. Bachrach to be effective on February
27, 2017. Prior to his resignation, David R. White served as the
chair of the Companys Audit Committee and as a member of the
Companys Nominating and Governance Committee. Prior to his
resignation, Hillel Bachrach served as a member of the Companys
Compensation Committee.
On February 24, 2017, in connection with the Financing, the Board
appointed Louis Cannon, MD, FACC, FACP, FACA, FCCP to serve,
effective as of the closing of the Financing, as a Class I
director of the Company until such time as he will stand for
election at the Companys 2017 annual meeting of stockholders. Dr.
Cannon is the founder and Managing Director of BioStar Ventures
III, LLC, the general partner of BioStar Ventures III L.P., an
Investor in the Financing. Dr. Cannon will also serve as a member
of the Boards Audit Committee, Compensation Committee and
Nominating and Governance Committee.
As with its other directors, the Company intends to enter into
its standard form of indemnification agreement with Dr. Cannon,
which, among other things, provides for indemnification to the
fullest extent permitted by the laws of the State of Delaware,
advancement of legal fees and expenses in connection with legal
proceedings, certain procedures for determining whether he is
entitled to indemnification and dispute resolution procedures.
Dr. Cannon will also participate in the Companys non-employee
director compensation policy, as filed with the Companys Form
10-Q filed November 9, 2016. Dr. Cannon will also be entitled to
reimbursement for certain customary business expenses in
connection with attending board meetings.
There are no transactions to which the Company is a party and in
which Dr. Cannon has a material interest that is required to be
disclosed under Item 404(a) of Regulation S-K. Dr. Cannon has not
previously held any positions with the Company and has no family
relationships with any directors or executive officers of the
Company.
Item 9.01.
Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | |
| 10.1 |
Securities Purchase Agreement, dated February 28, 2017, by and among the Company and the Investors named therein. |
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About CORINDUS VASCULAR ROBOTICS, INC. (NYSEMKT:CVRS)
Corindus Vascular Robotics, Inc. designs, manufactures and sells precision vascular robotic-assisted systems for use in interventional vascular procedures (the CorPath System). The Company operates through the development, marketing and sales of robotic-assisted vascular interventions segment. The Company’s product, the CorPath 200 System, is a vascular robotic system, which is engaged in stent placement in percutaneous coronary intervention (PCI) procedures. The CorPath System enables the robotic-assisted control of coronary guidewires and balloon/stent devices from the safety of a radiation-protected, ergonomic interventional cockpit. The CorPath System consists of two components: a bedside unit and an interventional cockpit. At the bedside, the CorPath System’s robotic drive and sterile, single-use cassette (CorPath Cassette) translate the physician’s commands into movements and manipulations of the coronary stents and catheters. CORINDUS VASCULAR ROBOTICS, INC. (NYSEMKT:CVRS) Recent Trading Information
CORINDUS VASCULAR ROBOTICS, INC. (NYSEMKT:CVRS) closed its last trading session up +0.048 at 0.848 with 1,111,721 shares trading hands.