GI DYNAMICS, INC. (OTCMKTS:GIDYL) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
On January22, 2018 EST (which is January23, 2018 AEDT), GI Dynamics, Inc. (the “Company”) announced that it had received commitments for a private placement of 58,780,619 fully paid CHESS Depositary Interests (“CDIs”) of the Company (representing 1,175,612 shares of common stock) at an issue price of A$0.035 per CDI to sophisticated and professional investors in Australia, the United States and the United Kingdom, consisting of U.S. and non-U.S. persons (as defined in Regulation S (“Regulation S”) of the Securities Act of 1933 (the “Securities Act”)) to raise approximately A$2.05million (the “Private Placement”). The issue of CDIs under the Private Placement is expected to occur in two tranches. The first tranche closed on January22, 2018 (US EST), to which the Company issued 28,467,063 CDIs (representing 569,341 shares of common stock). The second tranche, in which the Company expects to issue 30,313,556 CDIs (representing 606,271 shares of common stock), is subject to shareholder approval.
These CDIs are available for issue under the Company’s 15% placement capacity under Australian Securities Exchange (“ASX”) Listing Rule 7.1 and will rank equally in all respects with the Company’s CDIs on issue at the date of allotment.
The securities sold and to be sold in the Private Placement have not been registered under the Securities Act and have been issued or are to be issued, as applicable, under an exemption from the registration requirements of the Securities Act afforded by Rule 506 of Regulation D under the Securities Act with respect to purchasers who are US-persons and Regulation S with respect to purchasers who are non-US persons.
| Item 3.02 | Financial Statements and Exhibits. |
GI DYNAMICS, INC. ExhibitEX-99.1 2 d513300dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Boston,…To view the full exhibit click here