Thursday, October 22, 2015

Amedica Launches Innovative Articulating Inserter for Minimally Invasive TLIF Procedures

http://www.amedica.com

Source:  Amedica Corporation

Scorpion(TM) Articulating Inserter Improves Visibility and Access While Reducing Impact on Patient


Amedica Corporation (AMDA), a company that develops and commercializes silicon nitride ceramics as a biomaterial platform, is pleased to announce the release of its Scorpion™ articulating inserter to accompany the Valeo II™ TL interbody fusion device system. The Scorpion inserter will be commercially available mid-November 2015, and will aide in minimally-invasive transforaminal lumbar interbody fusion surgeries.

Scorpion™ articulating inserter

“The TLIF approach can be particularly complex, requiring superior surgeon expertise and precision," said Dr. Sonny Bal, chairman and CEO of Amedica Corporation. "This articulating inserter, used with our Valeo II TL and Valeo II TL Round systems, offers greater control and placement accuracy for our silicon nitride interbody fusion device while performing this minimally-invasive technique. The release of Scorpion demonstrates our determination to enhance patient care through our proprietary material and innovative surgical solutions."

The Valeo II TL and Valeo II TL Round are made of micro composite silicon nitride biomaterial, which offers a favorable environment for bone growth and osteointegration, when compared to competitive PEEK and titanium offerings. Valeo II silicon nitride interbody fusion devices are also semi-radiolucent with clearly visible boundaries in x-rays and produce no artifacts under MRI or CT scans. The combination of these properties is found only in Amedica's silicon nitride biomaterial technology.
                                            
The Valeo II TL is indicated for intervertebral body fusion of the spine in skeletally mature patients and is designed for use with autograft to facilitate fusion. Additional information about Amedica's complete line of products can be found at www.amedica.com.

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing private label and OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

Amedica Breaks Into the Dental Market With Recent Joint Development Agreement

http://www.amedica.com
Source:  Amedica Corporation

Marks First Step for Silicon Nitride to be Used in a Variety of Medical Applications


Amedica Corporation (AMDA), a company that develops and commercializes silicon nitride ceramics as a biomaterial platform, is pleased to announce that it has entered into a joint development agreement with Worthington dental technology to provide access to the Company’s silicon nitride technology platform to develop, prototype and manufacture the patented Worthington dental implant system.

Pursuant to the terms of the agreement, Amedica will assist Worthington in the development and commercialization of the Worthington dental implant system and devices.  Additionally, Amedica has engaged Worthington as a dental expert to support Amedica in its efforts to expand the use of silicon nitride to additional original equipment manufacturer dental partners.

“The agreement underscores Amedica’s continued focus to provide superior and innovative solutions to the market," said Dr. Sonny Bal, chairman and CEO of Amedica Corporation. "This newest alliance validates the advantages of our proprietary silicon nitride material across a variety of biomedical applications. We look forward to leveraging Worthington’s unique intellectual property to develop and commercialize dental devices that may incorporate the benefits of silicon nitride. We remain committed to offering our customers a biomaterial platform that contains distinct anti-infective and osteopromotive properties to improve the efficacy of clinical outcomes, resulting in enhanced patient care."

Amedica's micro-composite silicon nitride biomaterial is a breakthrough ceramic containing potential anti-bacterial and favorable bone growth properties. Its surface texture and hydrophilic nature attract both osteoblasts and physiologic proteins to ensure reliable osteointegration, while its surface biochemistry inhibits bacterial biofilm adhesion. This combination of optimal material properties is unique to Amedica's silicon nitride material platform.

“We’re excited for the prospect to develop and commercialize this uniquely differentiated biomaterial for our partners and customers,” said Dr. William B. Worthington, inventor of Worthington dental technology. “We believe this novel biomaterial will not only improve patient outcomes, but also provides us with additional innovative device opportunities as we seek to commercialize our dental technology portfolio.”

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing private label and OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.


Amedica Corporation Adds Giuseppe Pezzotti, PhD to Its Scientific Advisory Board

http://www.amedica.com
Source:  Amedica Corporation

Dr. Pezzotti to Present Webcast on September 15, 2015 Highlighting Silicon Nitride Technology


Amedica Corporation (AMDA), a company that develops and commercializes silicon nitride ceramics as a biomaterial platform, today announced the appointment of internationally renowned scientist Giuseppe Pezzotti, Ph.D. to its Scientific Advisory Board. Dr. Pezzotti will advise the Company on the scientific properties and clinical applications of silicon nitride, and assist Amedica in further developing its technology.

“As a highly-differentiated biomaterials company focused on silicon nitride, Amedica is delighted to welcome Dr. Pezzotti and share his passion and expertise in biomaterials science,” said Dr. Sonny Bal, chairman and CEO of Amedica Corporation. “The addition of Dr. Pezzotti to our Scientific Advisory Board will consolidate our niche in silicon nitride technology, and promote innovation, differentiation, and further development of a unique biomaterial platform. Professor Pezzotti’s previous work on silicon nitride has recently led to new insights into the surface nanostructure of silicon nitride, and why the material is so conducive toward bone cell proliferation, hydroxyapatite growth, possesses superior fracture toughness, and other attractive properties, when compared to other biomaterials used in skeletal reconstruction today. As the limitations of currently available biomaterials used in skeletal reconstruction are increasingly recognized, Amedica is positioned to offer the next generation of practical solutions to surgeons worldwide.”

“I look forward to working with Amedica to provide further validation of the uniqueness of silicon nitride as a biomaterial,” said Dr. Pezzotti, Director of the Ceramic Physics Laboratory and Professor in the Department of Chemistry and Materials Engineering at the Kyoto Institute of Technology. “The webcast next week will be the first of a series of public communications which will explain the foundations of Amedica’s scientific and commercial efforts. These activities will foster a worldwide network of collaborating universities, research centers, and private laboratories, to disseminate knowledge of silicon nitride bioceramics as the successor biomaterial to the legacy plastics, metals, and oxide ceramics used today.”

About Dr. Pezzotti
Giuseppe Pezzotti graduated summa cum laude from Rome University La Sapienza, Italy, and holds three doctoral degrees in Materials Engineering (Osaka University), Solid State Physics (Kyoto University), and Medical Sciences (Tokyo Medical University), all obtained in Japan, the country where he has lived for the past 28 years. From 2002 to 2012, Professor Pezzotti served as the director of the Research Institute for Nanoscience at the Kyoto Institute of Technology. Since 2005, he has been an adjunct professor at the Department of Orthopaedic Research at Loma Linda University, Loma Linda, CA. In 2009, he was honored with an invited professorship from the Department of Medical Engineering at Osaka University, and since 2010 has been a visiting professor in the Department of Molecular Cell Physiology at the Kyoto Prefectural University of Medicine. Professor Pezzotti has published about 570 scientific papers, 1 book as a single author, 13 book chapters, and holds 8 patents, including a world patent regarding nanoscale stress microscopy in the scanning electron microscope. He has licensed his intellectual properties to more than 20 major industrial firms around the world and has served as their consultant. His book entitled “Advanced Materials for Joint Implants” (published in 2013) has quickly become a landmark for scientists and medical doctors working in the field of joint arthroplasty. Among several international awards in 2013, Professor Pezzotti became a Fellow of the Academy of Science of the Bologna Institute in appreciation of his advanced Raman spectroscopic studies linking quantum mechanics to medical sciences. His research interests include micro- and nano-mechanics of biomaterials, with particular interest in the development of new spectroscopic techniques for quantitatively assessing wear degradation of artificial joints, stress distributions in bones, and synthetic hydroxyapatites.

Conference Call
The Company will hold a conference call and webcast to discuss the scientific and technical support on the physics, chemistry, and mechanical behavior of silicon nitride as a biomaterial in comparison with other biomaterials on September 15, 2015 at 6:30 p.m. Eastern Time. The Company invites all interested parties to join the call by dialing (855) 455-6055, any time after 6:20 p.m. Eastern Time on September 15th. The Conference ID number is 22966141. International callers should dial (484) 756-4308. A live audio webcast and replay of the call will be available through a link on the Company's web site, at http://investors.amedica.com/events.cfm

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

Amedica Enters Into Definitive Agreements to Raise $15.0 Million in Equity Financing

http://www.amedica.com


Source:  Amedica Corporation

Amedica Corporation (AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it has entered into definitive agreements with institutional investors to raise up to $15.0 million in a concurrent registered direct offering of common stock and Series B Warrants and private placement of Series A Warrants and Series C Warrants.

As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures.  As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.

This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock.  The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years.  The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015.  The exercise of both the Series B Warrants and the Series C Warrants may occur automatically under certain conditions and is subject to shareholder approval.  The number of shares issuable upon the exercise of the Series A Warrants, Series B Warrants and Series C Warrants may increase under certain circumstances. The second and third tranches of the transaction is the exercise of the Series B Warrants and Series C Warrants for an additional $10.0 million. For further information on the transaction, please review the transaction documents filed today with the Company’s Current Report on Form 8-K.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (LTS), is acting as exclusive placement agent in connection with the transaction.

The shares of common stock and Series B Warrants are being offered by Amedica pursuant to a shelf registration statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities Act of 1933, which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it has entered into definitive agreements with institutional investors to raise up to $15.0 million in a concurrent registered direct offering of common stock and Series B Warrants and private placement of Series A Warrants and Series C Warrants.
As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures.  As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.
This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock.  The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years.  The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015.  The exercise of both the Series B Warrants and the Series C Warrants may occur automatically under certain conditions and is subject to shareholder approval.  The number of shares issuable upon the exercise of the Series A Warrants, Series B Warrants and Series C Warrants may increase under certain circumstances. The second and third tranches of the transaction is the exercise of the Series B Warrants and Series C Warrants for an additional $10.0 million. For further information on the transaction, please review the transaction documents filed today with the Company’s Current Report on Form 8-K.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT:LTS), is acting as exclusive placement agent in connection with the transaction.
The shares of common stock and Series B Warrants are being offered by Amedica pursuant to a shelf registration statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities Act of 1933, which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.
- See more at: http://globenewswire.com/news-release/2015/09/08/766672/0/en/Amedica-Enters-Into-Definitive-Agreements-to-Raise-15-0-Million-in-Equity-Financing.html#sthash.w0954zP1.dpuf
Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it has entered into definitive agreements with institutional investors to raise up to $15.0 million in a concurrent registered direct offering of common stock and Series B Warrants and private placement of Series A Warrants and Series C Warrants.
As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures.  As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.
This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock.  The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years.  The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015.  The exercise of both the Series B Warrants and the Series C Warrants may occur automatically under certain conditions and is subject to shareholder approval.  The number of shares issuable upon the exercise of the Series A Warrants, Series B Warrants and Series C Warrants may increase under certain circumstances. The second and third tranches of the transaction is the exercise of the Series B Warrants and Series C Warrants for an additional $10.0 million. For further information on the transaction, please review the transaction documents filed today with the Company’s Current Report on Form 8-K.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT:LTS), is acting as exclusive placement agent in connection with the transaction.
The shares of common stock and Series B Warrants are being offered by Amedica pursuant to a shelf registration statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities Act of 1933, which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.
- See more at: http://globenewswire.com/news-release/2015/09/08/766672/0/en/Amedica-Enters-Into-Definitive-Agreements-to-Raise-15-0-Million-in-Equity-Financing.html#sthash.w0954zP1.dpuf
Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it has entered into definitive agreements with institutional investors to raise up to $15.0 million in a concurrent registered direct offering of common stock and Series B Warrants and private placement of Series A Warrants and Series C Warrants.
As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures.  As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.
This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock.  The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years.  The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015.  The exercise of both the Series B Warrants and the Series C Warrants may occur automatically under certain conditions and is subject to shareholder approval.  The number of shares issuable upon the exercise of the Series A Warrants, Series B Warrants and Series C Warrants may increase under certain circumstances. The second and third tranches of the transaction is the exercise of the Series B Warrants and Series C Warrants for an additional $10.0 million. For further information on the transaction, please review the transaction documents filed today with the Company’s Current Report on Form 8-K.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT:LTS), is acting as exclusive placement agent in connection with the transaction.
The shares of common stock and Series B Warrants are being offered by Amedica pursuant to a shelf registration statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities Act of 1933, which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.
- See more at: http://globenewswire.com/news-release/2015/09/08/766672/0/en/Amedica-Enters-Into-Definitive-Agreements-to-Raise-15-0-Million-in-Equity-Financing.html#sthash.w0954zP1.dpuf
Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it has entered into definitive agreements with institutional investors to raise up to $15.0 million in a concurrent registered direct offering of common stock and Series B Warrants and private placement of Series A Warrants and Series C Warrants.
As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures.  As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.
This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock.  The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years.  The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015.  The exercise of both the Series B Warrants and the Series C Warrants may occur automatically under certain conditions and is subject to shareholder approval.  The number of shares issuable upon the exercise of the Series A Warrants, Series B Warrants and Series C Warrants may increase under certain circumstances. The second and third tranches of the transaction is the exercise of the Series B Warrants and Series C Warrants for an additional $10.0 million. For further information on the transaction, please review the transaction documents filed today with the Company’s Current Report on Form 8-K.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT:LTS), is acting as exclusive placement agent in connection with the transaction.
The shares of common stock and Series B Warrants are being offered by Amedica pursuant to a shelf registration statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities Act of 1933, which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.
- See more at: http://globenewswire.com/news-release/2015/09/08/766672/0/en/Amedica-Enters-Into-Definitive-Agreements-to-Raise-15-0-Million-in-Equity-Financing.html#sthash.w0954zP1.dpuf
Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it has entered into definitive agreements with institutional investors to raise up to $15.0 million in a concurrent registered direct offering of common stock and Series B Warrants and private placement of Series A Warrants and Series C Warrants.
As part of this transaction, the Company has entered into a settlement agreement with MG Partners II, Ltd. (“Magna”) as well as amended its loan agreements with Hercules Technology Growth Capital, Inc. (“Hercules”). The settlement agreement with Magna provides for the withdrawal of a previously issued default notice and permanent waivers of any contractual rights, including but not limited to any convertible features associated with Magna’s convertible debentures.  As part of the Hercules amended loan agreement, Hercules has also withdrawn its previously issued default notice and agreed to reduce the Company’s financial cash covenant as the loan is paid, which should provide for additional financial flexibility in the future.
This transaction is expected to execute in three equal tranches. The first tranche is a registered direct offering of 13,123,360 shares of common stock and Series B Warrants to purchase 13,123,360 shares of common stock for a price of $0.381 per share of Common Stock and Series B Warrant. The Series B Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The first tranche also includes a concurrent private placement of Series A Warrants and Series C Warrants, each to purchase 13,123,360 shares of common stock.  The Series A Warrants have an exercise price of $0.47 and shall be exercisable for a period of 5.5 years.  The Series C Warrants have an exercise price of $0.47 and shall be exercisable up to December 30, 2015. The Company expects to receive proceeds of approximately $5.0 Million from this first tranche, which is expected to close on September 11, 2015.  The exercise of both the Series B Warrants and the Series C Warrants may occur automatically under certain conditions and is subject to shareholder approval.  The number of shares issuable upon the exercise of the Series A Warrants, Series B Warrants and Series C Warrants may increase under certain circumstances. The second and third tranches of the transaction is the exercise of the Series B Warrants and Series C Warrants for an additional $10.0 million. For further information on the transaction, please review the transaction documents filed today with the Company’s Current Report on Form 8-K.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT:LTS), is acting as exclusive placement agent in connection with the transaction.
The shares of common stock and Series B Warrants are being offered by Amedica pursuant to a shelf registration statement on Form S-3 (file no. 333-205545) filed pursuant to the Securities Act of 1933, which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.
- See more at: http://globenewswire.com/news-release/2015/09/08/766672/0/en/Amedica-Enters-Into-Definitive-Agreements-to-Raise-15-0-Million-in-Equity-Financing.html#sthash.w0954zP1.dpuf