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EnteroMedics Announces $15.89 Million Private Placement
ST. PAUL, Minn., Feb 20, 2009 (BUSINESS WIRE)
EnteroMedics Inc., (NASDAQ: ETRM), the developer of medical
devices using neuroblocking technology to treat obesity, its associated co-morbidities,
and other gastrointestinal disorders, today announced that on February 19,
2009, it entered into binding securities purchase agreements for the sale of
13,110,393 shares of its common stock, together with warrants to purchase an
aggregate of 6,555,197 shares of its common stock, in a private placement transaction
with several accredited investors. The purchase price per share was $1.15,
which equaled the consolidated closing bid price of the Company's common stock
as reported by the Nasdaq Stock Market on February 19, 2009. The warrants will
be exercisable at any time and from time to time beginning on the date that
is six months and one day after the closing and ending four years after the
closing of the private placement. The warrants will have an exercise price
of $1.38 per share, which equals 120% of the consolidated closing bid price
of the Company's common stock as reported by the Nasdaq Stock Market on February
19, 2009. The closing of the private placement is expected to take place on
or before February 24, 2009. Canaccord Adams Inc. acted as sole placement agent
for this offering.
The gross proceeds to the Company from the private placement will be $15,896,351,
before offering expenses. Proceeds from the transaction will be used to fund
clinical studies of VBLOC Therapy in obesity, hypertension and diabetes, submission
for regulatory approval of the Maestro(TM) System in the treatment of obesity
upon receipt of satisfactory results from the EMPOWER pivotal trial, as well
as for general working capital purposes.
The offer and sale of the shares of the Company's common stock and warrants
have not been registered under the Securities Act of 1933, as amended, and
the shares and warrants may not be offered or sold in the United States absent
registration under such act and applicable state securities laws or an applicable
exemption from those registration requirements. The securities were offered
and will be sold only to a limited number of accredited investors. Pursuant
to the securities purchase agreements, the Company agreed to file a registration
statement with the Securities and Exchange Commission following the closing
of the private placement, registering for resale a certain number of the shares
of common stock and common stock issuable upon exercise of the warrants sold
to certain of the investors in the private placement. This press release is
being issued pursuant to Rule 135(c) under the Securities Act of 1933, as amended,
and 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 EnteroMedics Inc.
EnteroMedics is a development stage medical device company focused on the design
and development of devices that use neuroblocking technology to treat obesity
and other gastrointestinal disorders. EnteroMedics' proprietary neuroblocking
technology, VBLOC(TM) vagal blocking therapy, is designed to intermittently
block the vagus nerves using high-frequency, low-energy, electrical impulses.
EnteroMedics has met its enrollment goal under an FDA-approved Investigational
Device Exemption (IDE) for the EMPOWER Study using the Maestro(TM) System,
its initial product for the treatment of obesity. EnteroMedics is currently
recruiting patients outside of the United States for a feasibility study examining
VBLOC Therapy's effects on blood glucose levels in diabetic patients. For more
information, visit www.enteromedics.com.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements about EnteroMedics Inc.
Our actual results could differ materially from those discussed due to known
and unknown risks, uncertainties and other factors including our limited history
of operations, our losses since inception and for the foreseeable future; our
lack of regulatory approval for our Maestro(TM) System for the treatment of
obesity; our inability to complete our EMPOWER pivotal trial and other clinical
trials, or significant delays in the completion of our clinical trials; our
ability to timely commercialize our Maestro System; our dependence on third
parties to initiate and perform our clinical trials; the need to obtain regulatory
approval for any modifications to our Maestro System; physician adoption of
our Maestro System and VBLOC(TM) vagal blocking therapy; our ability to obtain
third party coding, coverage or payment levels; ongoing regulatory compliance;
our dependence on third party manufacturers and suppliers; the successful development
of our sales and marketing capabilities; our ability to raise additional capital
when needed; our ability to attract and retain management and other personnel
and to manage our growth effectively; potential product liability claims; potential
healthcare fraud and abuse claims; and our ability to obtain and maintain intellectual
property protection for our technology and products. These and additional risks
and uncertainties are described more fully in the Company's filings with the
Securities and Exchange Commission, particularly those factors identified as "risk
factors" in the Company's Form 10-K dated March 13, 2008. We are providing
this information as of the date of this press release and do not undertake
any obligation to update any forward-looking statements contained in this document
as a result of new information, future events or otherwise.
Caution-Investigational device. Limited by Federal law to investigational use.
The implantation procedure and usage of the Maestro(TM) System carry some risks,
such as the risk generally associated with laparoscopic procedures and those
related to treatment as described in the EMPOWER clinical trial informed consent.
SOURCE: EnteroMedics Inc.
About APT Pharmaceuticals,
Inc.
APT Pharmaceuticals, a specialty drug development company
primarily focused on inhaled treatments for serious lung
diseases, is based in Burlingame, California. APT is backed
by several leading health care investors including Vivo Ventures,
Versant Ventures, Great Point Partners and Charter Life Sciences.
For more information: www.aptbio.com.
CONTACT:
Ted Rossman/Lisa Kelaita
New Venture Communications
(650) 343-2735
trossman@newventurecom.com
lkelaita@newventurecom.com
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