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Endonovo Therapeutics, Inc. (ENDV) announced today it has executed a Common Stock Purchase Agreement (the “Purchase Agreement”) with Azure Capital (“Azure”) to sell up to $10 Million in common stock to Azure over a term of 36 months, commencing after a registration statement related to the transaction has been filed and declared effective by the U.S. Securities and Exchange Commission. Proceeds will be used by Endonovo for general corporate purposes, including working capital.
Alan Collier, CEO of Endonovo Therapeutics, stated, “We are excited about this partnership with Azure Capital and the opportunity of potential future access to capital at attractive terms. It provides the Company greater flexibility and access to additional funding allowing the Company to strengthen its financial position as it is gaining critical momentum in its commercialization programs, including the continued marketing and sales of SofPulse® to our targeted markets.”
Key terms under the Purchase Agreement include:
- Endonovo will control the timing and amount of any sales to Azure based on market price at the time of each sale;
- Azure has no right to require any sales by Endonovo but is obligated to make purchases when the Company desires to sell shares of its common stock to Azure, in accordance with the terms of the Purchase Agreement;
- Azure has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of the Company’s common stock during any time prior to the termination of the Purchase Agreement;
- There are no limitations on the use of proceeds, financial covenants or restrictions on future financings and there are no rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement;
- The Purchase Agreement allows the Company to set a “suspension price” to place a mimimum on the prices at which Azure may sell our stock; and
- The Purchase Agreement may be terminated by Endonovo at any time, at its discretion, without any additional cost or penalty.
A complete and detailed description of the Purchase Agreement and related Registration Rights Agreement are set forth in the Company’s Current Report on Form 8-K filed on Thursday, January 3, 2019 with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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