SOURCE: Hansen Medical, Inc.

Hansen Medical, Inc.

March 10, 2015 09:00 ET

Hansen Medical Enters Into Agreement to Receive $35 Million Upfront in Equity Financing

MOUNTAIN VIEW, CA--(Marketwired - Mar 10, 2015) - Hansen Medical, Inc. (NASDAQ: HNSN), the global leader in intravascular robotics, today announced that it has entered into a securities purchase agreement in connection with a private placement of convertible preferred stock and warrants to purchase common stock with investors associated with leading medical device executive Jack W. Schuler, Oracle Investment Management, Westwood Management, and other healthcare executives including Fred Moll, the founder of Hansen Medical and the cofounder of Intuitive Surgical, Inc. Proceeds from this transaction will be used to support Hansen Medical's commercialization efforts with the Magellan™ Robotic System, drive further adoption of the Sensei® Robotic System and strengthen operations across the Company.

Under the terms of the agreement, Hansen Medical would receive $35.0 million upon the closing of the purchase of 53,846 shares of convertible preferred stock at a per share price of $650. Each share of preferred stock will be convertible into the number of shares of Common Stock obtained by dividing (i) $650 plus the amount of any accrued but unpaid dividends by (ii) the lesser of $0.65 or the per share trailing weighted average share price of the Common Stock on NASDAQ for the ten trading days ending on the day prior to conversion. Upon the closing, investors would also receive warrants to purchase 53,846,000 shares of Common Stock with an exercise period of two years. The exercise price for the warrants will be the lesser of $0.975 per share or a 50% premium on the per share trailing weighted average share price of the Common Stock on NASDAQ for the ten trading days ending on dates specified in the form of warrants filed with the SEC. In addition to the purchase price paid for the preferred stock at closing, the additional proceeds from the exercise of warrants, if and when exercised, could total up to an additional $52.5 million of proceeds, which would result in total gross proceeds to the Company of up to $87.5 million, before transaction costs.

The closing of the transaction is expected to occur on March 11, 2015, subject to customary closing conditions. Following the closing, the Company will be required to hold a meeting of its stockholders in order to, among other things, approve an increase in the amount of its authorized Common Stock in order to permit the full conversion of the preferred shares and the full exercise of the warrants and approve the removal of the restriction prohibiting the exercise of certain warrants if, after giving effect to such exercise, the holder of such warrants would beneficially own in excess of 19.99% of the outstanding shares of Common Stock.

In connection with the transaction, the Company agreed to file, promptly following receipt of the stockholder approval discussed above, a registration statement with the SEC to register the resale of the shares of Common Stock underlying the preferred stock and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Forward-Looking Statements
This press release contains forward-looking statements regarding, among other things, statements relating to goals, plans, objectives, milestones and future events including the closing of the transaction. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words "plan," "expects," "potential," "believes," "goal," "estimate," "anticipates," and similar words. These statements are based on the current estimates and assumptions of our management as of the date of this press release and are subject to risks, uncertainties, changes in circumstances and other factors that may cause actual results to differ materially from the information expressed or implied by forward-looking statements made in this press release. Examples of such statements include statements about the expected closing of the private equity placement transaction. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, among others: delays in satisfying or failure to satisfy closing conditions for the financing; factors relating to engineering, regulatory, manufacturing, sales and customer service challenges in developing new products and entering new markets; potential safety and regulatory issues that could slow or suspend our sales; the effect of credit, financial and economic conditions on capital spending by our potential customers; the rate of adoption of our systems and the rate of use of our catheters; our ability to manage expenses and cash flow, and obtain adequate financing; and other risks more fully described in the "Risk Factors" section of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the SEC on November 6, 2014 and the risks discussed in our other reports filed with the SEC. Given these uncertainties, you should not place undue reliance on the forward-looking statements in this press release. We undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available.

"Artisan Extend," "Hansen Medical," "Hansen Medical (with Heart Design)," "Heart Design (Logo)," "Sensei," "Lynx," "Artisan," "Instinctive Motion," "Fine Force Technology," "IntelliSense" are registered trademarks, and "Magellan" and "Hansen Medical Magellan" are trademarks of Hansen Medical, Inc. in the U.S. and other countries.