Aspire Capital to Buy $25M in Sunshine Heart (SSH) Stock Over 2 Yrs

January 16, 2013 8:47 AM EST Send to a Friend
Sunshine Heart, Inc. (NASDAQ: SSH) announced that it has entered into a common stock purchase agreement with Aspire Capital Fund, LLC. Under the Purchase Agreement, Aspire Capital has committed to purchase up to $25 million of Sunshine Heart's common stock from time to time as directed by the Company over two years at prices based on the market price at the time of each sale after the SEC declares a registration statement effective relating to the transaction. Upon commencement of the funding under the Purchase Agreement, Aspire Capital has also agreed to make an initial investment of $1 million at a price equal to the average of the closing prices of the common stock for the five business days prior to such purchase.

Key aspects of the Purchase Agreement include:

Sunshine Heart will control the timing and amount of any sales of common stock to Aspire and will know the sales price before directing Aspire to purchase shares;
Aspire has no right to require any sales by the Company, but is obligated to make purchases as the Company directs, in accordance with the terms of the Purchase Agreement;

There are no limitations on use of proceeds, financial covenants, restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement;

The Purchase Agreement may be terminated by Sunshine Heart at any time, at its discretion, without any additional cost or penalty; and
Sunshine Heart has issued to Aspire Capital common shares as consideration for entering into the purchase agreement.

Under the Purchase Agreement, the Company shall not be permitted to issue, and Aspire Capital shall not be permitted to purchase, any shares of Common Stock if such issuance would breach the Company's obligations or be prohibited by the rules and regulations of the Nasdaq Capital Market or the Australian Securities
Exchange or otherwise if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock then owned beneficially by Aspire Capital and its affiliates would result in the beneficial ownership by Aspire Capital and its affiliates of more than 13.99% of the Company's outstanding shares of Common Stock or 19.99% if during the term of Purchase Agreement the Company's securities cease to be listed on ASX.


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