Current Report Filing (8-k)
February 27 2019 - 5:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): February 26, 2019
CORINDUS VASCULAR
ROBOTICS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-37406
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EIN 30-0687898
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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309 Waverley Oaks Road, Suite 105
Waltham, MA 02452
United States
(Address of
principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (508) 653-3335
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 26, 2019, Corindus
Vascular Robotics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) by and between the Company and the purchaser named therein (the “Investor”) and closed a
private placement consisting of the sale of 10,872,716 shares (the “Shares”) of the Company’s common stock
(the “Common Stock”), at a price of $1.3796 per share (the “Financing”), for gross proceeds of
approximately $15 million. The net proceeds are expected to be approximately $14.8 million. The Company expects to use the
proceeds for general corporate purposes. Certain investors in the Company’s previously disclosed March 2018 financing
have preemptive rights. The Shares, as well as any additional shares of Common Stock issued
to any existing shareholder who exercises their preemptive rights, are subject to a contractual six-month lock-up.
In connection with the Financing, the
Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the
Investor 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 90 days of
the closing of the Financing, and to use commercially reasonable efforts to have the registration statement declared
effective within 180 days of the closing of the Financing.
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 Section 4(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. The 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 Common Stock of the Company.
The foregoing are only brief descriptions
of the material terms of the Purchase Agreement and the Registration Rights Agreement attached hereto as Exhibits 10.1
and 10.2, respectively, and are incorporated herein by reference. The foregoing does not purport to be a complete description
of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such
exhibits. A copy of the press release announcing the Financing is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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The information called for by this Item
3.02 is contained in Item 1.01, which is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
Exhibit
Number
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Description
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10.1
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Form of Securities Purchase Agreement, dated February 26, 2019, by and between the Company and the Investor named therein.
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10.2
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Form of Registration Rights Agreement, dated February 26, 2019, by and between the Company and the Investor named therein.
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99.1
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Press Release of Corindus Vascular Robotics, Inc., dated February 26, 2019.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
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Dated: February 27, 2019
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CORINDUS VASCULAR ROBOTICS, INC.
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By:
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/s/ David W.
Long
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Name:
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David W. Long
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Title:
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Chief Financial Officer
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Corindus Vascular Robotics (AMEX:CVRS)
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