Current Report Filing (8-k)
31 10월 2012 - 7:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act
of 1934
Date of report (Date of earliest event reported): October 26, 2012
HANSEN MEDICAL, INC.
(Exact name of registrant as specified in charter)
|
|
|
|
|
Delaware
|
|
001-33151
|
|
14-1850535
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
800 East Middlefield Road
Mountain View, California
|
|
94043
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (650) 404-5800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On October 26, 2012, Hansen Medical, Inc. (the Company) and Intuitive Surgical Operations, Inc. (ISOI), a subsidiary of Intuitive Surgical, Inc. (Intuitive)
entered into a first amendment (the Amended License Agreement) to the Cross-License Agreement between the Company and Intuitive dated as of September 1, 2005 (the Original Agreement). Intuitive previously assigned all of
its rights and obligations under the Original Agreement to ISOI.
Under the terms of the Amended License Agreement, the Company agreed to
expand the scope of the Companys patent portfolio license to ISOI, which license remains limited to ISIs Field of Use (as defined in the Original Agreement), to include patents and patent applications conceived of or filed by the Company
after the effective date of the Original Agreement until three years following the effective date of the Amended License Agreement or earlier if the Amended License Agreement is terminated pursuant to its terms. In addition, the first sentence of
the definition of Hansen Field of Use was modified by the Amended License Agreement to read:
Hansen Field of Use
means the research, development, manufacture, use, sale, promotion, distribution and importation of
medical devices and systems for intravascular approaches for the diagnosis and/or treatment of cardiovascular, neurovascular, and peripheral vascular diseases, wherein the distal end of the medical device or system, after entering a blood vessel,
remains within the blood vessel or branches of the blood vessel for the delivery of the diagnostic or therapeutic modality for which the device or system is being used. In consideration of the rights and licenses granted by the Company to
ISOI in the Amended License Agreement, ISOI agreed to pay the Company a $20 million upfront licensing fee.
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
On October 26, 2012, the Company entered into a definitive common stock purchase agreement (the Purchase Agreement) with ISOI. Pursuant
to the Purchase Agreement, the Company sold 5,291,005 shares of the Companys common stock (the Shares) to ISOI in a private placement transaction for an aggregate purchase price of $10 million. The Shares were sold to ISOI at a per
share price representing a 5% premium to the trailing 10-day average of the Companys closing prices on NASDAQ on the date the Purchase Agreement was executed. The Shares are subject to an 18-month lock-up period during which ISOI will not
transfer the Shares.
The Shares sold pursuant to the Purchase Agreement have not been registered under the Securities Act of 1933, as
amended, and, following the expiration of the lock-up, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The securities were issued pursuant to the exemption from
registration provided by Rule 506 of Regulation D, promulgated by the Securities and Exchange Commission. However, pursuant to the terms of the Purchase Agreement, the Company has agreed to register the Shares for resale pursuant to a registration
statement declared effective prior to the end of the 18-month lock-up period. In the event the registration statement covering resales of the Shares is not filed or declared effective by the applicable dates, the Company will pay to ISOI a penalty
in the amount equal to one percent (1%) of the purchase price of the Shares per month, capped at six percent (6%). The Company shall bear all expenses of such registration of the Shares. The Purchase Agreement contains customary
representations, warranties and covenants of the Company and ISOI and the Company has agreed to indemnify ISOI and its affiliates for losses relating to breaches of the Companys representations, warranties and covenants.
The foregoing description of the unregistered sale of equity securities and the Purchase Agreement does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Purchase Agreement.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
|
|
Exhibit 99.1
|
|
Press release, dated October 31, 2012.
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
|
|
|
|
H
ANSEN
M
EDICAL
, I
NC
.
(Registrant)
|
|
|
Date: October 31, 2012
|
|
/s/ P
ETER
J. M
ARIANI
|
|
|
Peter J. Mariani
Chief
Financial Officer
|
3
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024
Hansen Medical, Inc. (MM) (나스닥)의 실시간 뉴스: 최근 기사 0
More Hansen Medical Inc News Articles