Zynex, Inc. (OTCMKTS:ZYXI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On July 14, 2020, Zynex, Inc. (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain selling stockholders of the Company named in the Underwriting Agreement (the “Selling Stockholders”) and Piper Sandler & Co. (the “Representative”), as representative of several underwriters named in the Underwriting Agreement (the “Underwriters”), relating to the public offering of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $22.00 per share. The public offering consisted of a primary offering of 1,250,000 shares of Common Stock sold and issued by the Company (the “Primary Shares”) and a secondary offering of 1,250,000 shares of Common Stock sold by the Selling Stockholders (the “Secondary Shares” and, together with the Primary Shares, the “Shares”). The Company and the Selling Stockholders also granted the Underwriters a 30-day option to purchase up to an aggregate of 375,000 additional shares of Common Stock to cover over-allotments, if any.
The net proceeds to the Company from the sale of the Primary Shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $25.2 million, or $29.0 million if the Underwriters exercise their option to purchase additional shares in full. The Company will not receive any proceeds from the sale of the Secondary Shares. The offering is expected to close on July 17, 2020, subject to the satisfaction of customary closing conditions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The Primary Shares are being offered and sold by the Company to a prospectus dated March 12, 2019 and a prospectus supplement dated July 14, 2020, which are part of the Company’s effective registration statement on Form S-3 (File No. 333-230128) and filed with the Securities and Exchange Commission (the “SEC”). In addition, the Secondary Shares are being offered and sold by the Selling Stockholders to a prospectus dated July 2, 2019 and a prospectus supplement dated July 14, 2020, which are part of the Company’s effective registration statement on Form S-3 (File No. 333-232367) and filed with the SEC.
A copy of the opinion of Sichenzia Ross Ference LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
On July 14, 2020, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company is furnishing the information in this Item 7.01 and in Exhibit 99.1 to comply with Regulation FD. Such information, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Exhibit No.
| 1.1 | Underwriting Agreement, dated July 14, 2020, by and among Zynex, Inc., the Selling Stockholders named therein, and Piper Sandler & Co. |
| 5.1 | Opinion of Sichenzia Ross Ference LLP |
| 23.1 | Consent of Sichenzia Ross Ference LLP (contained in Exhibit 5.1) |
| 99.1 | Press Release dated July 14, 2020 |
ZYNEX INC Exhibit
EX-1.1 2 tm2025069d1_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 2,…
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About Zynex, Inc. (OTCMKTS:ZYXI)
Zynex, Inc. operates through the Electrotherapy and Pain Management Products segment. The Company conducts its business through its subsidiaries and the operating subsidiary is Zynex Medical, Inc. (ZMI). Its other subsidiaries include Zynex Monitoring Solutions, Inc. (ZMS) and Zynex Europe, ApS (ZEU). ZMI designs, manufactures and markets medical devices that treat chronic and acute pain, as well as activate and exercise muscles for rehabilitative purposes with electrical stimulation. ZMS is in the process of developing its blood volume monitoring product for non-invasive cardiac monitoring. ZEU intends to focus on sales and marketing its products within the international marketplace, upon receipt of necessary regulatory approvals. It markets and sells Zynex-manufactured products and distributes private labeled products. Its products include NexWave, NeuroMove, InWave, Electrodes and Batteries. ZMI devices are intended for pain management to reduce reliance on drugs and medications.
