IRVINE, Calif., Dec. 17, 2013 /PRNewswire/ -- Pro-Dex, Inc.
(NasdaqCM: PDEX) today announced that it has filed a Registration
Statement on Form S-3 with the Securities and Exchange Commission
(the "SEC") for a rights offering to existing holders of its common
stock. Upon completion of the rights offering, the Company expects
to receive gross proceeds of approximately $3,000,000 before expenses, subject to the
Company's right to reduce the rights offering in order to preserve
certain of the Company's tax attributes, such as net operating loss
carry forwards. The Company has received a standby commitment from
AO Partners, LLC and Farnam Street Capital, Inc. (collectively the
"Standby Purchasers"). Nicholas J.
Swenson, a director of the Company, is the Managing Member
of AO Partners, LLC. Raymond E.
Cabillot, a director of the Company, is Chief Executive
Officer and a director of Farnam Street Capital, Inc. The Standby
Purchasers have agreed to purchase any and all shares of common
stock that are not subscribed for by shareholders in connection
with the rights offering up to an aggregate amount of $3 million, subject to the Company's right to
reduce the number of shares purchased by the Standby Purchasers in
order to preserve the above-referenced tax attributes.
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The rights offering will be made through the Company's
distribution to its existing shareholders of non-transferable
subscription rights to purchase their pro rata portion of newly
issued shares of the Company's common stock. The subscription price
has not yet been determined but is expected to be based on a
percentage discount of the closing market price of the
Company's common stock, as reported by the NASDAQ Capital Market,
on the latest practicable date prior to the launch of the rights
offering. The record date for the distribution of the rights and
the dates for both the subscription period and the expiration of
the rights offering will be included in the final prospectus that
will be filed with the SEC. The purpose of this rights offering is
to raise equity capital in a cost-effective manner that gives all
of the Company's existing shareholders the opportunity to
participate on a pro rata basis. The Company intends to use the net
proceeds from the rights offering to pursue strategic opportunities
that may present themselves from time to time or, if not used to
pursue strategic opportunities, for working capital and general
corporate purposes, including to fund ongoing research and
development and product initiatives. Also, to the extent net
proceeds of the rights offering are not deployed, some of the funds
may be invested in accordance with the terms of the Company's
Surplus Capital Investment Policy.
A Registration Statement relating to these securities has been
filed with the SEC but has not yet become effective. The securities
may not be sold nor may offers to buy be accepted prior to the time
the Registration Statement is declared effective. A copy of the
prospectus forming a part of the Registration Statement may be
obtained free of charge at the website maintained by the SEC at
www.sec.gov or by contacting the Company at (949) 769-3200. The
rights will be issued to holders of the Company's common stock as
of a record date, which has yet to be determined. The Company will
provide notice of the record date in the future at such time as it
is determined. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Pro-Dex, Inc.:
Pro-Dex, Inc., with operations in California and Oregon, specializes in the design, development
and manufacture of powered rotary drive surgical and dental
instruments used primarily in the orthopedic, spine, maxocranial
facial and dental markets. Its OMS division designs and
manufactures embedded motion control systems serving the medical,
dental, semi-conductor and scientific research markets. Pro-Dex's
products are found in hospitals, dental offices, medical
engineering labs, scientific research facilities and high tech
manufacturing operations around the world. For more information,
visit the Company's website at www.pro-dex.com.
Statements herein concerning the Company's plans, growth and
strategies, as well as statements concerning the rights offering,
may include 'forward-looking statements' within the context of the
federal securities laws. Statements regarding the Company's future
events, developments and future performance, as well as
management's expectations, beliefs, plans, estimates or projections
relating to the future, are forward-looking statements within the
meaning of these laws. The Company's actual results may differ
materially from those suggested as a result of various factors.
Interested parties should refer to the disclosure concerning the
operational and business concerns of the Company set forth in the
Company's filings with the Securities and Exchange Commission.
SOURCE Pro-Dex, Inc.