North American Scientific (MM) (NASDAQ:NASI)
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From Sep 2019 to Sep 2024
North American Scientific, Inc. (Nasdaq: NASI) today announced that on
December 12, 2007, North American Scientific, Inc. (the “Company”)
entered into a Securities Purchase Agreement with Three Arch Partners
IV, L.P. and affiliated funds (“Three Arch
Partners”), SF Capital Partners Ltd. (“SF
Capital”) and CHL Medical Partners III, L.P.
and an affiliated fund (“CHL,”
and together with Three Arch Partners and SF Capital, the “Investors”)
providing for the private placement (the “Private
Placement”) of 63,008,140 shares (the “Shares”)
of common stock of the Company, par value $0.01 per share (the “Common
Stock”), and warrants to purchase 3,150,407
shares of Common Stock (the “Warrants,”
and, together with the Shares, the “Securities”)
for a total purchase price of $15.5 million.
The purchase price is equal to $0.246 per Security, of which $0.01 is
allocated to the Warrants. The purchase price represents a 40% discount
to the volume weighted average price of the Common Stock on the Nasdaq
Global Market, as reported by Bloomberg Financial Markets, for the 20
trading day period ending on the trading day immediately preceding the
date of the Securities Purchase Agreement. The Warrants have an exercise
price of $0.246 per share, subject to certain adjustments. The Warrants
may be exercised no earlier than 180 days from the closing date of the
transaction and will expire seven years from the date of issuance.
In order to close the Private Placement, the Company must obtain
stockholder approval of the Private Placement and the amendment of its
Certificate of Incorporation to increase the number of shares of Common
Stock it is authorized to issue. The Securities Purchase Agreement
requires that the Company file a preliminary proxy statement,
information statement or consent statement with the Securities and
Exchange Commission (the “Commission”)
to solicit stockholder approval by December 19, 2007. The Company
expects to close the Private Placement as soon as practicable after it
obtains stockholder approval.
The Investors have agreed to purchase the following amounts of
Securities in the offering:
Investor
Shares
Warrants (Shares issuable upon exercise)
Three Arch Partners
40,650,420
2,032,521
SF Capital
10,162,600
508,130
CHL
12,195,120
609,756
Three Arch Partners currently owns 5,121,638 shares of Common Stock. If
the transaction is consummated, Three Arch Partners’
percentage ownership of the outstanding Common Stock will increase from
approximately 17.3% to 49.4% (and 43.9% of the Common Stock on a fully
diluted basis).
The net proceeds to the Company of the Private Placement after payment
of fees and expenses are expected to be approximately $14,115,000. The
terms of the Private Placement were approved by a committee of the
Company’s Board of Directors consisting only
of disinterested directors. The Company’s
directors and executive officers have executed lock-up agreements
restricting their ability to sell shares of the Common Stock for 180
days following the closing of the transaction. The Investors will be
required to enter into such lock-up agreements prior to the closing of
the transaction.
CIBC World Markets Corp. is acting as sole placement agent in connection
with the Private Placement. If the Private Placement is consummated as
discussed herein, the placement agent will receive aggregate fees of
approximately $1,085,000 plus reimbursement for reasonable out-of-pocket
fees and expenses.
Additional Information About the Consent Solicitation and Where to
Find It
Stockholders of the Company and other investors are urged to read the
consent solicitation that the Company will file with the Securities and
Exchange Commission in connection with the Private Placement because it
will contain important information about the Company, the Investors, the
Private Placement, the persons soliciting proxies for the Private
Placement and their interests in the Private Placement and related
matters. Investors will be able to obtain all documents filed with the
SEC by the Company free of charge at the SEC’s
Internet site (http://www.sec.gov). In
addition, documents filed with the SEC by the Company will be available
free of charge from the Corporate Secretary of North American
Scientific, Inc., 20200 Sunburst Street, Chatsworth, California, 91311,
telephone (818) 734-8600. Read the consent solicitation carefully before
making a decision concerning the Private Placement.
About North American Scientific
North American Scientific is a leader in radiation therapy in the fight
against cancer. Its innovative products provide physicians with tools
for the treatment of various types of cancers. They include Prospera®
brachytherapy seeds and SurTRAK™ needles and
strands used primarily in the treatment of prostate cancer. In addition,
the Company has been gaining clinical experience with its first
generation ClearPath™ multi-channel catheter
breast brachytherapy devices in 2007, and intends to launch the second
generation devices in 2008. They are the only such devices approved for
both high dose and continuous release, or low dose, radiation
treatments. The devices are designed to provide flexible, precise dose
conformance and an innovative delivery system that is intended to offer
the more advanced form of brachytherapy for the treatment of breast
cancer. Please visit www.nasmedical.com
for more information.
Statements included in this release that are not historical facts may
be considered forward-looking statements that are subject to a variety
of risks and uncertainties. There are a number of important factors that
could cause actual results to differ materially from those expressed in
any forward-looking statements made by the Company including, but not
limited to, the impact of competitive products and pricing,
technological changes, changes in relationships with strategic partners
and dependence upon strategic partners for the performance of critical
activities under collaborative agreements, the ability of the Company to
successfully directly market and sell its products, uncertainties
relating to patent protection and regulatory approval, the stable supply
of appropriate isotopes, research and development estimates, market
opportunities, risks associated with strategic opportunities or
acquisitions the Company may pursue and the risk factors included in the
Company’s filings with the Securities and
Exchange Commission. Any forward-looking statements contained in this
news release speak only as of the date of this release, and the Company
undertakes no obligation to revise or update any forward-looking
statements, whether as a result of new information, future results or
otherwise.