Filed Pursuant to Rule 424(b)(5)
Registration No. 333-149561
Registration No.
333-158618
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 17, 2008)
11,692,000 Shares
Hansen Medical, Inc.
Common Stock
$3.25 per share
|
|
|
|
|
• Hansen Medical, Inc. is offering 11,692,000 shares of our common stock.
|
|
• The last reported sale price of our common stock on April 16, 2009,
was $3.82 per share.
• Trading symbol: Nasdaq Global Market—HNSN
|
This investment involves a high degree of risk. See “
Risk Factors
” on page S-3 of this prospectus supplement and page 3 of the accompanying prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
Total
|
|
Public Offering Price
|
|
$
|
3.25
|
|
$
|
37,999,000
|
|
Underwriting discount
|
|
$
|
0.195
|
|
$
|
2,279,940
|
|
Proceeds, before expenses, to Hansen Medical, Inc.
|
|
$
|
3.055
|
|
$
|
35,719,060
|
Dr. Fredric H. Moll, Hansen Medical’s chief
executive officer, and entities affiliated with De Novo Ventures II, L.P., Kearny Venture Partners, the successor of Thomas Weisel Healthcare Venture Partners LLC, Prospect Venture Partners II, L.P. and Skyline Venture Partners III, L.P., which are
each principal stockholders of Hansen Medical, have indicated an interest in purchasing an aggregate of approximately 1,092,312 shares of common stock in this offering. Dr. Moll is a member of Hansen Medical’s board of directors and each of the
aforementioned entities is affiliated with a member of Hansen Medical’s board of directors. Because these indications of interest are not binding agreements or commitments to purchase, any or all of these stockholders may elect not to purchase
any shares in this offering, or Hansen Medical’s underwriter may elect not to sell any shares in this offering to any or all of these stockholders.
Neither the Securities and Exchange Commission nor any state securities commission has approved of anyone’s investment in these securities, or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
Piper Jaffray
The date of this prospectus supplement is April 17, 2009
TABLE OF CONTENTS
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and related matters. The second part is the accompanying
prospectus, which gives more general information, some of which may not apply to this offering of common stock. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the
accompanying prospectus or any document incorporated by reference, the information in this prospectus supplement shall control.
All
references in this prospectus supplement and the accompanying prospectus to “Hansen Medical,” “Hansen,” “the Company,” “we,” “us,” “our,” or similar references refer to Hansen Medical,
Inc., and its subsidiaries on a consolidated basis, except where the context otherwise requires or as otherwise indicated.
You should rely only on the information contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus and any free-writing prospectus that we authorize to be distributed to you. We have not, and the underwriter has not, authorized anyone to provide you with different information. This
prospectus supplement and the accompanying prospectus are not an offer to sell, nor are they seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus supplement and the
accompanying prospectus are complete and accurate as of the date the information is presented, but the information may have changed since that date.
We have applied for trademark registration of, and claim trademark rights in, “Artisan,” “Artisan eXtend,” “Hansen Artisan,” “Instinctive Motion,” “Fine Force Technology,” and
“CoolSense.” We have obtained trademark registration in the United States for, and claim trademark rights in “Hansen Medical,” “Hansen Medical (with Heart Design),” “Heart Design (Logo),” “Sensei,”
and “IntelliSense.” All other trademarks, trade names and service marks appearing in this prospectus supplement and the accompanying prospectus are the property of their respective owners.
S-i
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere or
incorporated by reference in this prospectus supplement and the accompanying prospectus. Before you decide to invest in our common stock, you should read the entire prospectus supplement and the accompanying prospectus carefully, including the risk
factors and the financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus.
Hansen Medical, Inc.
Company 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
®
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™ 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, 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 has the potential to 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 800 East Middlefield Road, 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 supplement and the accompanying prospectus, and you should not consider it part of this prospectus supplement and the accompanying prospectus. As used in this prospectus supplement and the accompanying prospectus, references to
“we,” “our,” “us” and “Hansen” refer to Hansen Medical, Inc. unless the context requires otherwise.
S-1
THE OFFERING
|
Common stock offered by us
|
11,692,000 shares
|
|
Common stock to be outstanding after this offering
|
36,965,623 shares
|
|
Offering price
|
$3.25 per share
|
|
Purchases by affiliates
|
Dr. Fredric H. Moll, our chief executive officer, and entities affiliated with De Novo Ventures II, L.P., Kearny Venture Partners, the successor of Thomas Weisel Healthcare Venture Partners
LLC, Prospect Venture Partners II, L.P. and Skyline Venture Partners III, L.P., which are each principal stockholders of ours, have indicated an interest in purchasing an aggregate of approximately 1,092,312 shares of common stock in this offering.
Dr. Moll is a member of our board of directors and each of the aforementioned entities is affiliated with a member of our board of directors. Because these indications of interest are not binding agreements or commitments to purchase, any or all of
these stockholders may elect not to purchase any shares in this offering, or our underwriter may elect not to sell any shares in this offering to any or all of these stockholders.
|
|
Use of proceeds
|
We intend to use the net proceeds from this offering to support commercialization, sales, marketing and general administrative activities, for research and product development activities, for
capital equipment and to fund working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire other businesses, products or technologies. However, we do not have agreements or commitments for any
specific acquisitions at this time. See the section titled “Use of Proceeds.”
|
|
Risk Factors
|
You should read the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to
consider before deciding to purchase shares of our common stock.
|
|
Nasdaq Global Market symbol
|
HNSN
|
The number of shares of common stock that will be outstanding
immediately after this offering is based on 25,273,623 shares of common stock outstanding as of December 31, 2008 and excludes:
|
|
•
|
|
4,202,510 shares of common stock issuable upon the exercise of outstanding options as of December 31, 2008, with a weighted average exercise
price of $12.33 per share;
|
|
|
•
|
|
40,000 restricted stock units outstanding which will become outstanding shares upon vesting and have no exercise price; and
|
|
|
•
|
|
2,191,706 shares of common stock reserved for future issuance under our stock-based compensation plans consisting of 863,644 shares of common stock
reserved for issuance under our 2006 Equity Incentive Plan and 1,328,062 shares of common stock reserved for issuance under our 2006 Employee Stock Purchase Plan.
|
S-2
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” in our
most recent Annual Report on Form 10-K as well as all of the other information contained in this prospectus supplement and the accompanying prospectus, and incorporated by reference into this prospectus supplement and the accompanying prospectus,
including our financial statements and related notes, before investing in our common stock. If any of the possible events described in those sections actually occur, our business, business prospects, cash flow, results of operations or financial
condition could be harmed. In this case, the trading price of our common stock could decline, and you might lose all or part of your investment in our common stock. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also impair our operations.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in these documents contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. 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 supplement and the accompanying 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:
|
|
•
|
|
our ability to obtain and maintain regulatory clearance or approval of our products;
|
|
|
•
|
|
our plans to develop and commercialize our products;
|
|
|
•
|
|
our use of the proceeds from this offering;
|
|
|
•
|
|
our ability to obtain and maintain intellectual property protection for our products;
|
|
|
•
|
|
the successful development of our sales and marketing capabilities; and
|
|
|
•
|
|
the performance of third party manufacturers and our ability to maintain and expand our manufacturing capacity.
|
In addition, you should refer to the section of this prospectus supplement entitled “Risk Factors” as well as the documents we have
incorporated by reference for a discussion of 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 supplement 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.
S-3
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the shares of our common stock in this offering will be approximately $35.1 million after
deducting estimated offering expenses payable by us.
We intend to use the net proceeds from this offering to support commercialization,
sales, marketing and general administrative activities, for research and product development activities, for capital equipment and to fund working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire
other businesses, products or technologies. However, we do not have agreements or commitments for any specific acquisitions at this time.
The amount and timing of our expenditures will depend on several factors, including the progress of our research and development efforts and the amount of cash used by our operations. Pending their uses, we plan to invest the net
proceeds of this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
S-4
DILUTION
If you purchase our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the public offering
price per share and the pro forma net tangible book value per share of our common stock after this offering. Net tangible book value per share is determined by dividing the number of outstanding shares of our common stock into our total tangible
assets (total assets less intangible assets) less total liabilities. As of December 31, 2008, we had a historical net tangible book value of our common stock of approximately $47,700,000, or approximately $1.89 per share.
Investors participating in this offering will incur immediate, substantial dilution. After giving effect to the sale of common stock offered in this
offering at a public offering price of $3.25 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as of December 31, 2008 would have been approximately
$82,800,000, or approximately $2.24 per share of common stock. This represents an immediate increase in net tangible book value of approximately $0.35 per share to existing stockholders, and an immediate dilution of approximately $1.01 per share to
investors participating in this offering.
The following table illustrates this per share dilution:
|
|
|
|
|
|
|
|
|
Public offering price per share
|
|
|
|
|
$
|
3.25
|
|
Historical net tangible book value per share as of December 31, 2008
|
|
$
|
1.89
|
|
|
|
|
Increase in net tangible book value per share after this offering
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible book value per share after this offering
|
|
|
|
|
$
|
2.24
|
|
|
|
|
|
|
|
|
|
Dilution per share to investors participating in this offering
|
|
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
The above discussion and tables also assume no exercise of any outstanding stock options except as
set forth above. As of December 31, 2008, there were:
|
|
•
|
|
4,202,510 shares of common stock issuable upon the exercise of outstanding options with a weighted average exercise price of $12.33 per share;
|
|
|
•
|
|
40,000 restricted stock units outstanding which will become outstanding shares upon vesting and have no exercise price; and
|
|
|
•
|
|
2,191,706 shares of common stock reserved for future issuance under our 2006 Equity Incentive Plan and 2006 Employee Stock Purchase Plan, as well as
any automatic increases in the number of shares of our common stock reserved for future issuance under these benefit plans.
|
To the extent that any of these options are exercised, new options are issued under our benefit plans or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this
offering.
S-5
UNDERWRITING
We are offering the shares of common stock described in this prospectus through Piper Jaffray & Co (“Piper Jaffray”). Piper Jaffray is
acting as sole manager for this offering. We have entered into a firm commitment underwriting agreement with Piper Jaffray. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to Piper Jaffray, and Piper Jaffray
has agreed to purchase all of the shares offered by us in this offering.
Piper Jaffray has advised us that it proposes to offer the shares
to the public at $3.25 per share. Piper Jaffray proposes to offer the shares to certain dealers at the same price less a concession of not more than $0.195 per share. Piper Jaffray may allow and the dealers may re-allow a concession of not more than
$0.10 per share on sales to certain other brokers and dealers. After the offering, these figures may be changed by Piper Jaffray.
The
following table shows the underwriting fees to be paid to Piper Jaffray by us in connection with this offering.
|
|
|
|
|
|
|
|
Paid by us
|
|
Per share underwriting discounts and commissions
|
|
$
|
0.195
|
|
Total underwriting discounts and commissions
|
|
$
|
2,279,940
|
We estimate that the total fees and expenses payable by us, excluding underwriting discounts and
commissions, will be approximately $585,000, which includes $150,000 that we have agreed to reimburse Piper Jaffray for the fees incurred by it in connection with this offering.
We have agreed to indemnify Piper Jaffray against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments that Piper Jaffray may be required to make in
respect of those liabilities.
We and each of our directors and executive officers, and certain of our stockholders, are subject to lock-up
agreements that prohibit us and them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of our common stock, options or warrants to acquire shares of our
common stock or any security or instrument related to such common stock, option or warrant for a period of at least 60 days following the date of this prospectus supplement without the prior written consent of Piper Jaffray. The lock-up
agreement does not prohibit our directors, executive officers and subject stockholders from transferring shares of our common stock for bona fide estate or tax planning purposes, subject to certain requirements, including that the transferee be
subject to the same lock-up terms. The lock-up agreement does not prohibit us from issuing shares upon the exercise or conversion of securities outstanding on the date of this prospectus. The lock-up provisions do not prevent us from selling shares
to Piper Jaffray pursuant to the underwriting agreement, or us from granting options to acquire securities under our existing stock option plans or issuing shares upon the exercise or conversion of securities outstanding on the date of this
prospectus supplement.
The 60-day lock-up period in all of the lock-up agreements is subject to extension if (i) during the last 17
days of the lock-up period we issue an earnings release or material news or a material event relating to us occurs or (ii) prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period
beginning on the last day of the lock-up period, in which case the restrictions imposed in these lock-up agreements shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence
of the material news or material event, unless Piper Jaffray waives the extension in writing.
S-6
Our shares are quoted on the Nasdaq Global Market under the symbol “HNSN.”
To facilitate the offering, Piper Jaffray may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock during
and after the offering. Specifically, Piper Jaffray may over-allot or otherwise create a short position in the common stock for its own account by selling more shares of common stock than we have sold to it. Short sales involve the sale by Piper
Jaffray of a greater number of shares than it is required to purchase in the offering. Piper Jaffray may close out any short position by purchasing shares in the open market.
In addition, Piper Jaffray may stabilize or maintain the price of the common stock by bidding for or purchasing shares of common stock in the open market and may impose penalty bids. If penalty bids
are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if shares of common stock previously distributed in the offering are repurchased, whether in connection with
stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the common stock at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid
may also affect the price of the common stock to the extent that it discourages resales of the common stock. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the Nasdaq Global
Market or otherwise and, if commenced, may be discontinued at any time. Piper Jaffray may also engage in passive market making transactions in our common stock. Passive market making consists of displaying bids on the Nasdaq Global Market is limited
by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the Commission limits the amount of net purchases that each passive market maker
may make and the displayed size of each bid. Passive market making may stabilize the market price of the common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
This prospectus supplement in electronic format may be made available on the web sites maintained by Piper Jaffray and Piper Jaffray may
distribute prospectuses and prospectus supplements electronically.
From time to time in the ordinary course of their respective
businesses, Piper Jaffray and certain of its affiliates may in the future engage in commercial banking or investment banking transactions with us and our affiliates.
S-7
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, Redwood City, California. The underwriter is being represented by Latham & Watkins LLP, Costa Mesa, 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, 2008 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
S-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 the 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 supplement 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 supplement, we refer you to the registration statement and its exhibits. Statements contained in this prospectus supplement 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 of Certain Information 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:
|
|
•
|
|
Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 16, 2009;
|
|
|
•
|
|
The description of our common stock contained in our Form 8-A filed November 14, 2006; and
|
|
|
•
|
|
Current Report on Form 8-K (excluding any portions therefore that are deemed to be furnished and not filed) filed on April 16, 2009.
|
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.
800 East Middlefield Road
Mountain View, CA 94043
Attn: Investor Relations
S-9
$75,000,000
Common Stock
Hansen Medical, Inc. may offer shares of its common stock from time to time. We will specify in an accompanying prospectus supplement the
terms of any offering. 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 4, 2008 was $18.05 per share. The common stock offered by this prospectus
will have an aggregate public offering price of up to $75,000,000.
You should read this prospectus, any prospectus
supplement and the documents incorporated by reference in this prospectus and any prospectus supplement carefully before you invest.
Investing
in our common stock involves risks. See the section entitled “
Risk Factors
” on page 3 of this prospectus and the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K, as well as any
amendment or update thereto reflected in subsequent filings with the Securities and Exchange Commission, including any prospectus supplement.
This prospectus may not be used to offer or sell any of our common stock unless accompanied by a prospectus supplement.
The common
stock offered by this prospectus may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers. We will set forth the names of any underwriters or agents in an accompanying prospectus
supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” The net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
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.
March 17, 2008
TABLE OF CONTENTS
i
HANSEN MEDICAL, INC.
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 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 has the potential to benefit patients, physicians, hospitals and third-party payors by improving clinical outcomes and permitting more complex procedures to be
performed interventionally.
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.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC using a
“shelf” registration process. Under this shelf registration process, we may sell common stock described in this prospectus in one or more offerings up to a total dollar amount of $75,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the offered securities. The prospectus supplement may also add,
update or change information contained in this prospectus. This prospectus, together with applicable prospectus supplements and the documents incorporated by reference in this prospectus and any prospectus supplement, includes all material
information relating to this offering. Please read carefully both this prospectus and any prospectus supplement together with additional information described below under the sections entitled “Where You Can Find Additional Information”
and “Incorporation of Certain Information by Reference.”
You should rely only on the information contained or
incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or
any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and
prospects may have changed since those dates.
This prospectus may not be used to consummate a sale of our securities unless it is accompanied by a prospectus supplement.
1
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described under “Risk
Factors” in our most recent Annual Report on Form 10-K as well as all of the other information contained in this prospectus, incorporated by reference into this prospectus and any applicable prospectus supplement, including our financial
statements and related notes, before investing in our common stock. If any of the possible events described in those sections actually occur, our business, business prospects, cash flow, results of operations or financial condition could be harmed.
In this case, the trading price of our common stock could decline, and you might lose all or part of your investment in our common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also
impair our operations.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we have filed with the SEC that are included or incorporated by reference in this prospectus may
contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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:
|
|
•
|
|
our ability to obtain and maintain regulatory clearance or approval of our products;
|
|
|
•
|
|
our plans to develop and commercialize our products;
|
|
|
•
|
|
our use of the proceeds from this offering;
|
|
|
•
|
|
our ability to obtain and maintain intellectual property protection for our products;
|
|
|
•
|
|
the successful development of our sales and marketing capabilities; and
|
|
|
•
|
|
the performance of third party manufacturers and our ability to maintain and expand our manufacturing capacity.
|
In addition, you should refer to the section of this prospectus entitled “Risk Factors” as well as the documents we have
incorporated by reference for a discussion of 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.
2
USE OF PROCEEDS
Unless otherwise indicated in any accompanying prospectus supplement, we expect to use the net proceeds from the sale of the offered
securities to support sales, marketing and general administrative activities, for research and product development activities, for capital equipment and tenant improvements and to fund working capital and other general corporate purposes. We may
also use a portion of the net proceeds to acquire other businesses, products or technologies. However, we do not have agreements or commitments for any specific acquisitions at this time.
The amount and timing of our expenditures will depend on several factors, including the progress of our research and development efforts
and the amount of cash used by our operations. Pending their uses, we plan to invest the net proceeds of this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or
guaranteed obligations of the U.S. government.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of
preferred stock, par value $0.0001 per share.
The following is a summary of the rights of our common stock and preferred
stock. This summary is not complete. For more detailed information, please see our amended and restated certificate of incorporation and amended and restated bylaws, which have been previously filed with the SEC.
Common Stock
Outstanding Shares.
As of February 15, 2008, there were 21,971,644 shares of common stock outstanding held of record by approximately 350 stockholders.
Voting Rights.
Each holder of common stock is entitled to one vote for each share of common stock held on
all matters submitted to a vote of the stockholders, including the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights. Because of this, the holders
of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.
Dividends.
Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of our outstanding shares of common stock are entitled to
receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation.
In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders
after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Rights and Preferences.
Holders of our common stock have no preemptive, conversion or subscription rights,
and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any
series of our preferred stock that we may designate and issue in the future.
Fully Paid and
Nonassessable.
All of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.
3
Preferred Stock
As of March 5, 2008, there were no shares of preferred stock outstanding. Under our amended and restated certificate of incorporation, our board of directors is authorized, without further action
by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of
each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.
Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the
voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of
delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. We have no current plans to issue any shares of preferred stock.
Registration Rights
Under our Amended and Restated Investors’ Rights Agreement, holders of approximately 6,793,015 shares of common stock are entitled to rights with respect to the registration of those shares under the Securities Act.
Demand Registration Rights.
The holders of at least 40% of the shares having registration rights have
the right to demand that we file up to two registration statements. These registration rights are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such
registration under certain circumstances.
Form S-3 Registration Rights.
If we are eligible
to file a registration statement on Form S-3, each holder of shares having registration rights has the right to demand that we file registration statements on Form S-3 for the resale of such holder’s shares so long as the aggregate offering
price, net of any underwriters’ discounts or commissions, of securities to be sold under the registration statement on Form S-3 is at least $2,000,000, provided that we have not filed two such registration statements for holders of shares
having registration rights within the prior twelve months, and subject to specified other exceptions, conditions and limitations.
“Piggyback” Registration Rights.
If we register any securities for public sale, stockholders with registration rights will have the right to include their shares in the registration statement.
The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement, but not below 25% of the total number of shares included in the registration
statement. Holders of a majority of shares with registration rights have waived their registration rights with respect to this registration statement.
Expenses of Registration.
We will pay all expenses, other than underwriting discounts and commissions, relating to all demand registrations, Form S-3 registrations and
piggyback registrations.
Expiration of Registration Rights.
The registration rights
described above will terminate upon the earlier of November 21, 2011 or as to a given holder of registrable securities, when such holder of registrable securities can sell all of such holder’s registrable securities pursuant to Rule 144
promulgated under the Securities Act or when such holder holds 1% or less of our outstanding common stock and all of such holder’s registrable securities can be sold in any three-month period pursuant to Rule 144 promulgated under the
Securities Act.
4
In addition, in connection with our acquisition of AorTx, Inc., or AorTx, we granted
certain Form S-3 registration rights to the former stockholders of AorTx. Under the Registration Rights Agreement with such former stockholders of AorTx, we are obligated, following the issuance of shares of our common stock in connection with
payments made under the acquisition agreement, to register such shares for resale pursuant to a registration statement on Form S-3. We will pay all expenses in connection with such resale registration statements. On January 23, 2008, we filed a
resale registration statement on Form S-3 with respect to 140,048 shares of our common stock issued to the former stockholders of AorTx at the closing of the AorTx acquisition.
Delaware Anti-Takeover Law and Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Delaware Anti-Takeover Law.
We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person
became an interested stockholder, unless:
|
|
•
|
|
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
|
|
|
•
|
|
the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
|
•
|
|
on or subsequent to the date of the transaction, the business combination is approved by the board and
authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66
2
/
3
% of the outstanding voting stock which is not owned by the interested stockholder.
|
Section 203 defines a business combination to include:
|
|
•
|
|
any merger or consolidation involving the corporation and the interested stockholder;
|
|
|
•
|
|
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
|
|
|
•
|
|
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder; and
|
|
|
•
|
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
|
In general, Section 203 defines an interested stockholder as any entity or
person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
5
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws.
Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our
management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect
the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:
|
|
•
|
|
permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may
designate, including the right to approve an acquisition or other change in our control;
|
|
|
•
|
|
provide that the authorized number of directors may be changed only by resolution of the board of directors;
|
|
|
•
|
|
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a
majority of directors then in office, even if less than a quorum;
|
|
|
•
|
|
divide our board of directors into three classes;
|
|
|
•
|
|
require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken
by written consent;
|
|
|
•
|
|
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a
meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
|
|
|
•
|
|
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any
election of directors to elect all of the directors standing for election, if they should so choose);
|
|
|
•
|
|
provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer or by the board of
directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and
|
|
|
•
|
|
provide that stockholders will be permitted to amend our amended and restated bylaws only upon receiving
at least 66
2
/
3
% of the votes entitled to be cast by holders of all outstanding shares then entitled to vote
generally in the election of directors, voting together as a single class.
|
The amendment of any of these provisions would require approval by the holders of at least 66
2
/
3
% of our then outstanding common stock, voting as a single class.
NASDAQ Global
Market Listing
Our common stock is listed on the NASDAQ Global Market under the symbol “HNSN.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Mellon Investor Services LLC. The transfer agent and registrar’s address is 480 Washington Blvd., Jersey City, New Jersey, 07310.
6
PLAN OF DISTRIBUTION
We may sell our common stock through underwriters or dealers, through agents, or directly to one or more purchasers. The prospectus
supplement or supplements will describe the terms of the offering of the common stock, including:
|
|
•
|
|
the name or names of any underwriters, if any;
|
|
|
•
|
|
the purchase price of our common stock and the proceeds we will receive from the sale;
|
|
|
•
|
|
any over-allotment options under which underwriters may purchase additional shares of common stock from us;
|
|
|
•
|
|
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
|
|
|
•
|
|
any public offering price;
|
|
|
•
|
|
any discounts or concessions allowed or reallowed or paid to dealers; and
|
|
|
•
|
|
any securities exchange or market on which our common stock may be listed.
|
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the common stock for their own account and may resell the common stock from
time to time in one or more transactions at a fixed public offering price. The obligations of the underwriters to purchase the common stock will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the common
stock to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters may be obligated to purchase all the common stock offered by the
prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the
prospectus supplement, naming the underwriter, the nature of any such relationship. We may sell common stock directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of common stock and we
will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase common stock from us at
the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we
must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with
indemnification against civil liabilities related to this offering, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and
underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended. Overallotment involves sales in excess of the
offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do
7
not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction to cover short positions. Those
activities may cause the price of the common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters who are qualified market makers on the Nasdaq Global Market may engage in passive market making transactions in the
common stock on the Nasdaq Global Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of common stock. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids
are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
8
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.
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 OF CERTAIN
INFORMATION 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
9
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
10
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
