Full Press Release Details
Announces Closing of $12.7 Million Public Offering and Full Exercise of Over-Allotment Option
Debt Principal Balance Decreased to $10 Million
LAKE CITY, July 8, 2016 - Amedica Corporation (NASDAQ: AMDA), a company that develops and commercializes silicon nitride
ceramics, today announced it has closed the underwritten public offering of $12.7 million at a price to the public of $1.00 per
unit of one share and one warrant, which included the exercise in full of the underwriters' over-allotment option to purchase
additional shares and warrants.
issued a total of 3,608,000 Class A units, each comprised of one share of common stock and one warrant to purchase one share of
common stock and 7,392 Class B units, each comprised of one share of preferred stock convertible into 1,000 shares of common stock
and warrants to purchase 1,000 shares of common stock. In total, Amedica issued 3,608,000 shares of common stock, 7,392 shares
of preferred stock convertible into 7,392,000 shares of common stock, and warrants to purchase 11,000,000 shares of common stock.
Additionally, the underwriters have exercised their option to purchase 1,650,000 additional shares of common stock and warrants
to purchase up to an additional 1,650,000 shares of common stock at the public offering price per share and warrant less the underwriting
discounts and commissions.
proceeds to Amedica were approximately $12.7 million, before deducting underwriting discounts and commissions and estimated offering
expenses payable by Amedica. The conversion price of the preferred stock issued in the transaction as well as the exercise price
of the warrants are fixed priced and do not contain any variable pricing features nor any price based anti-dilutive features.
The preferred stock issued in this transaction includes a beneficial ownership blocker but has no dividend rights (except to extent
dividends are also paid on the common stock), liquidation preference or other preferences over common stock. The securities comprising
the units are immediately separable and will be issued separately.
Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT: LTS), and Maxim Group LLC acted
as joint book-running managers in connection with the offering.
securities were offered pursuant to a registration statement on Form S-1 (File No. 333-211520), which was declared effective by
the United States Securities and Exchange Commission ("SEC") on July 1, 2016. This 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 state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.
is focused on the development and application of interbody implants manufactured with medical-grade silicon nitride ceramic. Amedica
markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip
and knee arthroplasty as well as dental applications. The Company's products are manufactured in its ISO 13485 certified
manufacturing facility and through its partnership with Kyocera, one of the world's largest ceramic manufacturers. Amedica's
FDA-cleared and CE-marked spine products are currently marketed in the U.S. and select markets in Europe and South America through
its distributor network and its growing OEM and private label partnerships.
more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.
press release contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These statements
and similar statements are subject to risks and uncertainties. Additional factors that could cause actual results to differ materially
from those contemplated within this press release can also be found in Amedica's Risk Factors disclosure in its Annual Report
on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 23, 2016, and in Amedica's other filings
with the SEC. Amedica disclaims any obligation to update any forward-looking statements.