Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-148802
140,048 Shares
Common Stock
Hansen Medical, Inc. is registering 140,048 shares of
common stock for the account of certain of our stockholders
listed beginning on page 5. See the section titled
“Selling Stockholders” in this prospectus. We issued
these shares in connection with our acquisition of AorTx, Inc.
on November 15, 2007. We are not selling any shares of
common stock under this prospectus and will not receive any of
the proceeds from the sale of shares of our common stock by the
selling stockholders pursuant to this prospectus.
Our common stock is listed on the NASDAQ Global Market under the
symbol “HNSN.” The last reported sale price of our
common stock on March 3, 2008 was $17.60 per share.
Investing in our common stock involves risks. See “Risk
Factors” beginning on page 3.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
Prospectus dated March 12, 2008
TABLE OF
CONTENTS
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not, and
the selling stockholders have not, authorized anyone to provide
you with information different from or in addition to that
contained or incorporated by reference in this prospectus. If
anyone provides you with different or inconsistent information,
you should not rely on it. Offers to sell, and solicitations of
offers to buy, shares of our common stock are being made only in
jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery
of this prospectus or of any sale of the common stock. Our
business, financial conditions, results of operations and
prospects may have changed since that date.
We have applied for trademark registration of and/ or claim
trademark rights in the marks, “Hansen Medical,”
“Sensei,” “Artisan,”
“Intellisense,” “Elite,” “Hansen
Artisan,” “Hansen Elite,” as well as in the
Hansen Medical “heart design” logo, whether standing
alone or in connection with the words “Hansen
Medical.” All other trademarks, trade names and service
marks appearing in this prospectus are the property of their
respective owners.
i
PROSPECTUS
SUMMARY
The following summary is qualified in its entirety by, and
should be read together with, the more detailed information
contained elsewhere in this prospectus and the documents
incorporated herein by reference. You should read the entire
prospectus carefully, especially the risks of investing in our
common stock discussed under “Risk Factors” before you
to decide to invest in our common stock.
Overview
We develop, manufacture and sell a new generation of medical
robotics designed for accurate positioning, manipulation and
stable control of catheters and catheter-based technologies.
While earlier generations of medical robotics were designed
primarily for manipulating rigid surgical instruments, our
Sensei
tm
Robotic Catheter System, or Sensei system, is designed to allow
physicians to instinctively navigate flexible catheters with
greater stability and control in interventional procedures.
Instinctive navigation refers to the ability of our Sensei
system to enable physicians to direct the movements of our
Artisan
tm
Control Catheter, or Artisan catheter, to a desired anatomical
location in a way that is natural and inherently simple. We
believe our Sensei system, and its corresponding disposable
Artisan catheter, will enable physicians to perform procedures
that historically have been too difficult or time-consuming to
accomplish routinely with existing catheters and catheter-based
technologies, or that we believe could be accomplished only by
the most skilled physicians. We believe that our Sensei system
will benefit patients, physicians, hospitals and third-party
payors by improving clinical outcomes and permitting more
complex procedures to be performed interventionally.
Corporate
Information
We were incorporated in Delaware in September 2002 under the
name AutoCath, Inc. and changed our name to Hansen Medical, Inc.
in March 2003. The address of our principal executive office is
380 North Bernardo Avenue, Mountain View, California 94043, and
our telephone number is
(650) 404-5800.
Our website address is www.hansenmedical.com. We do not
incorporate the information on our website into this prospectus,
and you should not consider it part of this prospectus. As used
in this prospectus, references to “we,”
“our,” “us” and “Hansen” refer to
Hansen Medical, Inc. unless the context requires otherwise.
Description
of the Private Placement
On November 15, 2007, we consummated the acquisition of
AorTx, Inc. (AorTx). At the closing of the acquisition we issued
140,048 shares of common stock and paid approximately
$4.5 million in cash to former AorTx stockholders. Also at
the closing, we paid or cancelled approximately
$1.0 million of AorTx liabilities. The Agreement and Plan
of Merger and Reorganization (Merger Agreement) governing the
acquisition of AorTx also provides for possible milestone
payments of up to $30.0 million, payable half in cash and
half in shares of our common stock, upon achievement of
regulatory clearances and revenue and partnering milestones. In
accordance with a registration rights agreement we entered into
in connection with the acquisition, we are registering
140,048 shares of our common stock issued in the
acquisition for resale by the former AorTx stockholders.
1
Summary
of the Offering
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Common stock offered by the selling stockholders
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Up to 140,048 shares
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Offering Price
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Our selling stockholders may sell the shares of common stock
offered hereby from time to time at prevailing market prices or
in privately negotiated transactions.
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Use of proceeds
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We will not receive any proceeds from the sale of the shares of
our common stock by the selling stockholders pursuant to this
prospectus.
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NASDAQ Global Market symbol
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HNSN
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2
RISK
FACTORS
An investment in our common stock involves a high degree of
risk. Before making an investment decision, you should carefully
consider the risks described under “Risk Factors” in
our most recent Annual Report on Form 10-K, together with all of
the other information appearing in this prospectus or
incorporated by reference into this prospectus and any
applicable prospectus supplement, in light of your particular
investment objectives and financial circumstances. Our business,
financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of
our securities could decline due to any of these risk factors,
and you may lose all or any part of your investment.
3
FORWARD-LOOKING
STATEMENTS
Some of the statements under the sections of this prospectus
entitled “Prospectus Summary,” “Risk
Factors,” and “Use of Proceeds” and elsewhere in
this prospectus contain forward-looking statements. In some
cases, you can identify forward-looking statements by the
following words: “may,” “will,”
“could,” “would,” “should,”
“expect,” “intend,” “plan,”
“anticipate,” “believe,”
“estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing”
or the negative of these terms or other comparable terminology,
although not all forward-looking statements contain these words.
These statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, levels of
activity, performance or achievements to be materially different
from the information expressed or implied by these
forward-looking statements. Although we believe that we have a
reasonable basis for each forward-looking statement contained in
this prospectus, we caution you that these statements are based
on a combination of facts and factors currently known by us and
our projections of the future, about which we cannot be certain.
Many important factors affect our ability to achieve our
objectives, including:
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our ability to obtain and maintain regulatory clearance or
approval of our products;
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our plans to develop and commercialize our products;
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our ability to obtain and maintain intellectual property
protection for our products;
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the successful development of our sales and marketing
capabilities; and
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the performance of third party manufacturers and our ability to
maintain and expand our manufacturing capacity.
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In addition, you should refer to the section of this prospectus
entitled “Risk Factors” for information regarding
other important factors that may cause our actual results to
differ materially from those expressed or implied by our
forward-looking statements. As a result of these factors, we
cannot assure you that the forward-looking statements in this
prospectus will prove to be accurate. Furthermore, if our
forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In light of the significant
uncertainties in these forward-looking statements, you should
not regard these statements as a representation or warranty by
us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all.
USE OF
PROCEEDS
We will not receive any proceeds from the sale of the shares of
our common stock by the selling stockholders pursuant to this
prospectus.
4
SELLING
STOCKHOLDERS
On November 15, 2007, we consummated the acquisition of
AorTx. At the closing of the acquisition we issued
140,048 shares of common stock and paid approximately
$4.5 million in cash to former AorTx stockholders. Also at
the closing, we paid or cancelled approximately
$1.0 million of AorTx liabilities. In connection with the
acquisition we entered into employment agreements with each of
Brian Becky, David C. Forster, Alex T. Roth and
Brandon Walsh. In accordance with a registration rights
agreement entered into in connection with the acquisition, we
are registering 140,048 shares of our common stock issued
in the acquisition for resale by the former AorTx stockholders.
The following table sets forth the name of each selling
stockholder, the number of shares owned by each of the selling
stockholders, the number of shares that may be offered under
this prospectus and the number of shares of our common stock
owned by each of the selling stockholders assuming all of the
shares covered hereby are sold. The percentage ownership
information shown in the table is based upon
21,971,644 shares of common stock outstanding as of
February 15, 2008. Except as otherwise disclosed above with
respect to the employment agreements, none of the other selling
stockholders has, or within the past three years has had, any
position, office or other material relationship with us. The
number of shares in the column “Number of Shares Being
Offered” represents all of the shares that a selling
stockholder may offer under this prospectus. The selling
stockholders may sell some, all or none of their shares. We do
not know how long the selling stockholders will hold the shares
before selling them, and we currently have no agreements,
arrangements or understandings with the selling stockholders
regarding the sale or other disposition of any of the shares,
other than our agreement pursuant to a registration rights
agreement to register for resale certain shares of common stock
held by the selling stockholders.
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission. These rules generally
attribute beneficial ownership of securities to persons who
possess sole or shared voting power or investment power with
respect to those securities. In addition, the rules include
shares of common stock issuable pursuant to the exercise of
stock options or warrants that are either immediately
exercisable or exercisable on or before April 15, 2008,
which is 60 days after February 15, 2008. These shares
are deemed to be outstanding and beneficially owned by the
person holding those options or warrants for the purpose of
computing the percentage ownership of that person, but they are
not treated as outstanding for the purpose of computing the
percentage ownership of any other person. Unless otherwise
indicated, the persons or entities identified in this table have
sole voting and investment power with respect to all shares
shown as beneficially owned by them, subject to applicable
community property laws.
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Number of
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Shares
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Beneficially
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Number of
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Owned Prior to
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Shares Beneficially Owned After Offering(2)
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Name of Selling Stockholder
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Offering(1)
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Number
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Percent
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Thomas Afzal
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54
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0
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*
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Steven Bailey
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273
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0
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*
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Brian Beckey
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1,814
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0
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*
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Bio-Star Private Equity Fund, LLC(3)
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28,333
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0
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*
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Bio-Star Private Equity Fund FP, LLC(3)
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5,994
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0
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*
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George Caffell
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54
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0
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*
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Louis Cannon
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875
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0
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*
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Robert Chin, Ph.D.
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328
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0
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Jeff Christian
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19
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0
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Robert M. Curtis and Patricia M. Marcus, Trustees of the
Curtis/Marcus Family Trust Dated April 11, 2002
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1,008
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0
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Geoff Dillon
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184
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0
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*
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William F. Fearon, M.D.
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191
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0
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Fitz Partners, LP
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478
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0
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5
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Number of
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Shares
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Beneficially
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Number of
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Owned Prior to
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Shares Beneficially Owned After Offering(2)
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Name of Selling Stockholder
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Offering(1)
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Number
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Percent
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Peter J. Fitzgerald, M.D.
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1,537
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0
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Flea Street Translational, LLC(4)
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1,183
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0
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David C. Forster, P.E.
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22,811
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0
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Richard Ginn
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262
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0
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Thuzar Han
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27
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0
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HBM-MedFocus, LLC(5)
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8,208
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0
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France Dixon Helfer
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82
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0
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Scott Heneveld
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1,641
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0
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JAIC-Henson MedFocus Fund II, LLC(5)
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9,020
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0
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JAIC-Henson MedFocus Accelerator Fund, LLC(5)
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1,938
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0
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Thomas Jones
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328
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0
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Liisa Ann Larson
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405
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0
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James J. Leftwich
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27
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0
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Yen Liao
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66
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0
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John Lonergan
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54
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0
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Kate Marshall
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54
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0
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Renee Masi
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273
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0
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Daniel Murray
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82
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0
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William O’Neill
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328
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0
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Matthew Pease
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191
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0
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Richard Popp
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273
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0
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*
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Mark Reisman
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656
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0
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*
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Alex T. Roth
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1,506
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0
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Marc Sakwa, M.D.
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328
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0
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Saratoga Ventures IV, L.P.(6)
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4,609
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0
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*
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Saratoga Ventures V, L.P.(7)
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3,687
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0
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Kem Schankareli
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109
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0
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*
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St. Jude Medical, Inc.(8)
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35,163
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0
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*
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Greg Stone
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273
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0
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Ted Tussing
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136
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0
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*
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Jeffrey Valko
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109
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0
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*
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Brandon Walsh
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2,701
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0
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*
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WS Investment Company, LLC (2004A)(9)
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997
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0
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*
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WS Investment Company, LLC (2004D)(9)
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997
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0
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*
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Kenton Zehr
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328
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0
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*
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Ji Zhang
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54
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0
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*
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Total
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140,048
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0
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*
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*
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Represents beneficial ownership of less than 1%.
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(1)
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The number of shares held by each selling stockholder is subject
to change in accordance with the Merger Agreement.
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(2)
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We have assumed for the purposes of this table that all of the
shares offered by the prospectus will be sold by the selling
stockholders.
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(3)
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Bio-Star Management Company is the management company of
Bio-Star Private Equity Fund, LLC and Bio-Star Private Equity
Fund FP, LLC. The managers of Bio-Star Management Company
are Louis A. Cannon, M.D., Steve Almany, M.D. and
Renee Masi. Each of the managers exercises shared voting and
investment power over the shares held by Bio-Star Private Equity
Fund, LLC and Bio-Star Private Equity Fund FP, LLC. Each of
the managing members disclaims beneficial ownership of the
shares held by Bio-Star Private Equity Fund, LLC and Bio-Star
Private Equity Fund FP, LLC except to the extent of his or
her pecuniary interest therein.
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(4)
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Ted Tussing is the managing member of Flea Street Translational,
LLC and exercises sole voting and investment power over the
shares held by Flea Street Translational, LLC. Mr. Tussing
disclaims beneficial ownership of the shares held by Flea Street
Translational, LLC except to the extent of his pecuniary
interest therein.
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(5)
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Michael R. Henson is the principal manger of the HMB-MedFocus,
LLC, JAIC-Henson MedFocus Fund II, LLC and JAIC-Henson
MedFocus Accelerator Fund, LLC and is empowered by the operating
agreement of each of such funds to exercise voting and
investment power over the shares held by HMB-MedFocus, LLC,
JAIC-Henson MedFocus Fund II, LLC and JAIC-Henson MedFocus
Accelerator Fund, LLC. Mr. Henson disclaims any beneficial
ownership of the shares held by HMB-MedFocus, LLC, JAIC-Henson
MedFocus Fund II, LLC and JAIC-Henson MedFocus Accelerator
Fund, LLC.
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(6)
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The general partner of Saratoga Ventures IV, L.P. is
Saratoga IV Management LLC and the general partner of
Saratoga IV Management LLC is Foster Hendrix.
Mr. Hendrix exercises voting and investment power over the
shares held by Saratoga Ventures IV, L.P. and disclaims
beneficial ownership of the shares held by Saratoga Ventures IV,
L.P. except to the extent of his pecuniary interest therein.
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(7)
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The general partner of Saratoga Ventures V, L.P. is
Saratoga V Management LLC and the general partners of Saratoga V
Management LLC are Foster Hendrix and Gwen Watanbe. The general
partners of Saratoga V Management LLC exercise shared voting and
investment power over the shares held by Saratoga Ventures IV,
L.P. and disclaim beneficial ownership of the shares held by
Saratoga Ventures IV, L.P. except to the extent of his or her
pecuniary interest therein.
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(8)
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Any authorized officer of St. Jude Medical, Inc. can exercise
voting or dispositive power over the shares.
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(9)
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WS Investment Management Company is the Manager of WS Investment
Company, LLC (2004A) and WS Investment Company, LLC (2004D) and
exercises sole voting and investment power over the shares held
by WS Investment Company, LLC (2004A) and WS Investment Company,
LLC (2004D).
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7
PLAN OF
DISTRIBUTION
The selling stockholders may use this prospectus to sell the
shares at any time while the prospectus is in effect, unless we
have notified the selling stockholders that the prospectus is
not available at that particular time. The selling stockholders
will determine if, when and how they will sell the shares they
own. Any sales may occur in one or more of the following types
of transactions (including block transactions):
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transactions on the Nasdaq Global Market or any other organized
market or quotation system where the shares may be traded;
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privately negotiated transactions between a selling stockholder
and a purchaser;
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transactions effected with or through a broker-dealer acting as
either agent or principal;
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sales pursuant to Rule 144; or
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any other method permitted pursuant to applicable law.
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These transactions may involve the transfer of the shares upon
exercise or settlement of put or call options, or the delivery
of the shares to replace shares that were previously borrowed
from another stockholder or a combination of such methods. If a
broker-dealer is used in the sale of shares, that person may
solicit potential purchasers. The shares may also be transferred
as a gift or as a result of a pledge, or may be sold to a
broker-dealer acting as principal. These persons may then sell
the shares to another person, either directly or through another
broker-dealer, subject to compliance with the requirements of
the Securities Act.
The price at which sales of the shares occur may be based on
market prices or may be negotiated between the parties, and the
consideration may be cash or another form negotiated between the
parties. Broker-dealers acting as agents or principals may be
paid compensation in the form of discounts, concessions or
commissions from the selling stockholders
and/or
from
the purchasers of the shares, or both. Brokers or dealers may be
deemed to be “underwriters” within the meaning of the
Securities Act. Any profits on the resale of shares by a
broker-dealer acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.
Discounts, concessions, commissions and similar selling
expenses, if any, that can be attributed to the sale of shares
will be paid by the selling stockholders
and/or
the
purchasers. We have agreed to pay certain of the costs, expenses
and fees of preparing, filing and maintaining this prospectus
and the registration statement of which this prospectus is a
part, but we will not receive any proceeds from sale of these
shares. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions
involving sales of the shares if liabilities are imposed on it
under the Securities Act.
The selling stockholders have advised us that he, she or it has
not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of
such shares, nor is there an underwriter or coordinating broker
acting in connection with a proposed sale of shares by any
selling stockholder. If we are notified by any selling
stockholder that any material arrangement has been entered into
with a broker-dealer for the sale of shares, if required, we
will file a supplement to this prospectus. If the selling
stockholders use this prospectus for any sale of the shares,
they will be subject to the prospectus delivery requirements of
the Securities Act. The anti-manipulation rules of
Regulation M under the Securities Exchange Act of
1934 may apply to sales of our common stock and activities
of the selling stockholders.
LEGAL
MATTERS
The validity of the shares of common stock being offered by this
prospectus will be passed upon for us by Gunderson Dettmer
Stough Villeneuve Franklin & Hachigian, LLP, Menlo
Park, California.
EXPERTS
The financial statements and management’s assessment of the
effectiveness of internal control over financial reporting
(which is included in Management’s Report on Internal
Control over Financial Reporting) incorporated in this
prospectus by reference to the Annual Report on
Form 10-K
of Hansen Medical, Inc. for the year ended December 31,
2007 and the audited historical financial statements of AorTx,
Inc. included on page 3 of Hansen Medical, Inc.’s
Current Report on
Form 8-K/A
dated January, 31, 2008 have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
8
WHERE YOU
CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and other periodic reports, proxy
statements and other information with the Securities and
Exchange Commission. You can read our Securities and Exchange
Commission filings, including this registration statement, over
the Internet at the Securities and Exchange Commission’s
website at www.sec.gov. You may also read and copy any document
we file with the Securities and Exchange Commission at its
public reference facilities at 100 F Street NE,
Washington, D.C. 20549. You may also obtain copies of these
documents at prescribed rates by writing to the Public Reference
Section of the Securities and Exchange Commission at
100 F Street NE, Washington, D.C. 20549. Please
call the Securities and Exchange Commission at
1-800-SEC-0330
for further information on the operation of the public reference
facilities.
Our Internet address is www.hansenmedical.com. There we make
available free of charge, on or through the investor relations
section of our website, annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange
Commission. The information found on our website is not part of
this or any other report we file with or furnish to the
Securities and Exchange Commission.
This prospectus does not contain all of the information in the
registration statement and its exhibits. For further information
with respect to Hansen Medical and the common stock offered by
this prospectus, we refer you to the registration statement and
its exhibits. Statements contained in this prospectus as to the
contents of any contract or any other document referred to are
not necessarily complete, and in each instance, we refer you to
the copy of the contract or other document filed as an exhibit
to the registration statement. Each of these statements is
qualified in all respects by this reference.
INCORPORATION
BY REFERENCE
Some of the important business and financial information that
you may want to consider is not included in this prospectus, but
rather is “incorporated by reference” to documents
that have been previously filed by us with the Securities and
Exchange Commission pursuant to the Exchange Act of 1934. The
information incorporated by reference is considered to be part
of this prospectus, and information that we file later with the
Securities and Exchange Commission will automatically update and
supersede this information. We incorporate by reference the
documents listed below and any future filings we will make with
the Securities and Exchange Commission under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
1. Annual Report on
Form 10-K
for the year ended December 31, 2007 filed on
February 28, 2008.
2. Current Reports on
Form 8-K
(excluding any portions thereof that are deemed to be furnished
and not filed), filed on January 23, 2008 and March 4,
2008 and our Current Report on
Form 8-K/A
filed on January 31, 2008.
3. The description of our common stock contained in our
Form 8-A
filed November 14, 2006.
You may request, and we will provide you with, a copy of these
filings, at no cost, by calling us at
(650) 404-5800
or by writing to us at the following address:
Hansen Medical, Inc.
380 North Bernardo Avenue
Mountain View, CA 94043
Attn: Investor Relations
9
140,048 Shares
Common Stock
PROSPECTUS
March 12, 2008
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
