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Share Name | Share Symbol | Market | Type |
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Obalon Therapeutics Inc | NASDAQ:OBLN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.05 | 2.81 | 2.87 | 0 | 01:00:00 |
PROSPECTUS
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TABLE OF CONTENTS
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our ability to achieve or sustain profitability;
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our ability to predict our future prospects and forecast our financial performance and growth;
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the rate at which physicians and patients adopt and use the Obalon balloon system;
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the effect of adverse events or other negative developments involving other companies’ intragastric balloons or other obesity treatments;
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our ability to educate physicians on safe and proper use of the Obalon balloon system;
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the rate at which patients may experience serious adverse device events as the result of the misuse or malfunction of, or design flaws in, the company’s products;
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our ability to obtain FDA approval or other regulatory approvals for our future products and product improvements;
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our ability to adequately protect our proprietary technology and maintain our issued patents; and
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the intended use of proceeds.
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Name of Selling Stockholder
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Shares of
Common Stock Beneficially Owned Prior to Offering (1) |
Number of Shares
Being Offered |
Shares of Common
Stock Beneficially Owned After Offering (2) |
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Number
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Percent
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Entities Associated with Domain Partners
(3)
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5,704,086
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1,648,359
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4,055,727
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17.4
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%
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InterWest Partners X, LP
(4)
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3,552,239
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1,098,901
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2,453,338
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10.5
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%
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Vintage Capital Management LLC
(5)
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1,098,901
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1,098,901
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—
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—
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Entities Associated with Tamarack Global Healthcare Fund
(6)
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2,135,000
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1,098,900
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1,036,100
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4.4
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%
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Rasdal Family Trust DTD December 10, 1996
(7)
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1,089,113
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109,890
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979,223
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4.1
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%
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Mark Brister
(8)
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462,133
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107,142
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354,991
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1.5
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%
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Kim Kamdar, Ph.D.
(9)
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144,523
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54,945
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89,578
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*
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Kelly Huang, Ph.D.
(10)
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119,945
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54,945
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65,000
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*
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Nooshin Hussainy
(11)
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179,857
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32,967
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146,890
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*
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Sharon Stevenson, DVM Ph.D
(12)
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103,650
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27,472
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76,178
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*
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Lesley Howe
(13)
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112,989
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27,472
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85,517
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*
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Dittamore Community Property Trust Dated August 31, 2016
(14)
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112,989
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27,472
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85,517
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*
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William J. Plovanic Revocable Trust Dated February 29, 2008
(15)
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328,564
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27,472
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301,092
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1.3
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%
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Robin Fisher
(16)
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27,472
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27,472
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—
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—
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Robert H. Mondore Jr.
(17)
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13,736
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13,736
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—
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—
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Neil Drake
(18)
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98,904
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13,736
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85,168
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*
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Amy VandenBerg
(19)
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260,818
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10,989
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249,829
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1.1
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%
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David Moatazedi
(20)
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73,708
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5,494
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68,214
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*
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Todd Wood
(21)
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5,494
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5,494
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—
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—
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Donald Young
(22)
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104,625
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2,747
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101,878
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*
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*
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Less than one percent of our outstanding shares of common stock.
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(1)
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“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days of August 29, 2018.
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(2)
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Assumes that all shares being registered in this prospectus are resold to third parties and that with respect to a particular selling stockholder, such selling stockholder sells all shares of common stock registered under this prospectus held by such selling stockholder.
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(3)
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Consists of (a) 1,648,359 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018, (b) based solely on a Schedule 13G filed with the SEC on January 9, 2017 by Domain Partners VII, L.P., or Domain Partners, and DP VII Associates, L.P., or DP Associates. As of December 31, 2017, represents (i) 3,985,970 shares of common stock held by Domain Partners and (ii) 19,849 shares underlying warrants to purchase common stock held by Domain Partners, which are exercisable within 60 days of August 29, 2018 and (c)(i) 49,570 shares held by DP Associates and (ii) 338 shares underlying warrants to purchase common stock held by DP Associates, which are exercisable within 60 days of August 29, 2018. One Palmer Square Associates VII, L.L.C., or One Palmer Square, is the general partner of each of Domain Partners and DP Associates. James C. Blair, Brian H. Dovey, Jesse I. Treu, Nicole Vitullo and Brian K. Halak are the managing members of One Palmer Square, and share voting and investment power over the shares. Kim Kamdar, a member of our board of directors, is a member of One Palmer Square. The address of One Palmer Square is One Palmer Square, Princeton, New Jersey 08542.
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(4)
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Consists of (a) 1,098,901 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (b) 2,453,338 shares of common stock based solely on a Schedule 13G filed with the SEC on August 31, 2018 by InterWest Partners X, L.P., or IWP X, and InterWest Management Partners X, LLC, or IMP X. As of August 31, 2018, represents shares of common stock held by IWP X. IMP X is the general partner of IWP X. Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP X, and Keval Desai and Khaled A. Nasr are venture members of IMP X, and all of these individuals share voting and investment power over the shares. Douglas Fisher, a member of our board of directors, is an Executive in Residence at InterWest Venture Management Co, an affiliate of IWP X, but does not have voting or investment power over these shares. The address of IWP X is 2710 Sand Hill Road, Suite 200, Menlo Park, California 94025.
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(5)
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Consists of (i) 1,098,901 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018, directly owned by Vintage Capital Management LLC. Brian Kahn is the managing member of Vintage Capital Management LLC, and has voting and investment power over the shares. The address of Vintage Capital Management LLC is 4706 S. Apopka Vineland Rd, #206, Orlando, FL 32819.
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(6)
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Consists of (i) 875,774 shares of common stock held by Tamarack Global Healthcare Fund, LP, (ii) 160,326 shares of common stock held by Tamarack Global Healthcare Fund QP, LP, (iii) 887,362 shares of common stock issued securities purchase agreement dated August 22, 2018, directly owned by Tamarack Global Healthcare Fund, LP and (iv) 211,538 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018, directly owned by Tamarack Global Healthcare Fund QP, LP. Tamarack Capital Management, LLC is the general partner of each of the Tamarack Global Healthcare Funds. Justin Ferayorni is the managing member of Tamarack Capital Management, LLC, and has voting and investment power over the shares. The address of Tamarack Global Healthcare Fund is 5050 Avenida Encinas, Suite 360, Carlsbad, CA 92008.
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(7)
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Consists of (i) 457,058 shares of common stock held by The Rasdal Family Trust dated December 10, 1996, of which Mr. Rasdal and his spouse serve as trustees, (ii) 522,165 shares underlying options to purchase common stock held by Mr. Rasdal that are exercisable within 60 days of August 29, 2018, of which 72,303 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Rasdal’s cessation of service prior to vesting and (iii) 109,890 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Mr. Rasdal has served as our Chief Executive Officer and as a Director since June 2008. Mr. Rasdal and his spouse share voting and investment power over the shares directly owned by The Rasdal Family Trust dated December 10, 1996.
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(8)
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Represents (i) 166,492 shares of common stock held, and (ii) 123,499 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, of which 20,452 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Brister’s cessation of service prior to vesting, (iii) 107,142 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (iv) 65,000 restricted stock awards that are subject to vesting. Mr. Brister has served as our Chief Technology Officer since November 2016 and previously as Vice President of Research and Development since June 2008. Mr. Brister has sole voting and investment power over his shares.
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(9)
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Consists of (i) 76,178 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, (ii) 54,945 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (iii) 13,400 shares of common stock held jointly with Dr. Kamdar’s mother. Dr. Kamdar has served as a Director since January 2008. Dr. Kamdar has sole voting and investment power over her shares.
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(10)
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Consists of (i) 65,000 restricted stock awards that are subject to vesting and (ii) 54,945 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Dr. Huang has served as our President and Chief Operating Officer since August 2018 and previously as Chief Operating Officer since September 2017. Dr. Huang has sole voting and investment power over his shares.
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(11)
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Represents (i) 58,545 shares of common stock held, and (ii) 66,470 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, of which 8,442 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mrs. Hussainy’s cessation of service prior to vesting, (iii) 32,967 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (iv) 21,875 restricted stock awards that are subject to vesting. Mrs. Hussainy has served as our Vice President of Finance since December 2011. Mrs. Hussainy has sole voting and investment power over her shares.
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(12)
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Consists of (i) 76,178 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018 and (ii) 27,472 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Dr. Stevenson has served as a Director since January 2008. Dr. Stevenson has sole voting and investment power over her shares.
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(13)
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Represents (i) 25,862 shares of common stock held, of which 9,160 shares are subject to a right of repurchase in our favor upon Mr. Howe’s cessation of service prior to vesting, (ii) 59,655 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018 and (iii) 27,472 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Mr. Howe has served as a Director since January 2016. Mr. Howe has sole voting and investment power over his shares.
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(14)
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Consists of (i) 85,517 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, of which 8,621 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Dittamore’s cessation of service prior to vesting, and (ii) 27,472 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Mr. Dittamore has served as a Director since March 2016. Mr. Dittamore has sole voting and investment power over the shares directly owned by Dittamore Community Property Trust dated August 31, 2016.
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(15)
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Consists of (i) 190,572 shares of common stock held by
William J. Plovanic Revocable Trust Dated February 29, 2008, of which Mr. Plovanic serves as trustee, of which 76,817 shares are subject to a right of repurchase in our favor upon Mr. Plovanic’s cessation of service prior to vesting, (ii) 35,520 shares underlying options to purchase common stock held by Mr. Plovanic that are exercisable within 60 days of August 29, 2018, (iii) 27,472 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018, (iv) 45,000 restricted stock awards that are subject to vesting and (v) 30,000 shares of common stock purchased through Mr. Plovanic and Mr. Plovanic’s wife’s IRA. Mr. Plovanic has served as our Chief Financial Officer since March 2016. Mr. Plovanic has sole voting and investment power over the shares directly owned by William J. Plovanic Revocable Trust dated February 29, 2008.
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(16)
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Consists of (a) 27,472 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018.
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(17)
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Consists of (a) 13,736 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Mr. Mondore has served as our Vice President of Operations since April 2018. Mr. Mondore has sole voting and investment power over his shares.
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(18)
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Consists of (i) 29,593 shares of common stock held, (ii) 37,637 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, of which 4,391 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Drake’s cessation of service prior to vesting, (iii) 13,736 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (iv) 17,938 restricted stock awards that are subject to vesting. Mr. Drake has served as our Vice President of Research and Development since November 2016. Mr. Drake has sole voting and investment power over his shares.
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(19)
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Consists of (i) 6,650 shares of common stock held, (ii) 168,179 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, of which 17,217 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mrs. VandenBerg’s cessation of service prior to vesting, (iii) 10,989 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (iv) 75,000 restricted stock awards that are subject to vesting. Mrs. VandenBerg has served as our Vice President of Regulatory Affairs since February 2012 and assumed the position of Vice President of Clinical and Regulatory Affairs in November 2014. Mrs. VandenBerg has sole voting and investment power over her shares.
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(20)
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Consists of (i) 68,214 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018 and (ii) 5,494 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Mr. Moatazedi has served as a Director since March 2017. Mr. Moatazedi has sole voting and investment power over his shares.
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(21)
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Consists of (a) 5,494 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018. Mr. Wood has served as our Vice President of Global Sales since May 2018. Mr. Wood has sole voting and investment power over his shares.
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(22)
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Consists of (i) 1,868 shares of common stock held, (ii) 79,633 shares underlying options to purchase common stock that are exercisable within 60 days of August 29, 2018, of which 21,983 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Young’s cessation of service prior to vesting, (iii) 2,747 shares of common stock issued pursuant to the securities purchase agreement dated August 22, 2018 and (iv) 20,377 restricted stock awards that are subject to vesting. Mr. Young has served as our Vice President of Quality Assurance since June 2016. Mr. Young has sole voting and investment power over his shares.
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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through brokers, dealers or underwriters that may act solely as agents;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of disposition; and
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any other method permitted pursuant to applicable law.
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 5, 2018 (File No. 001-37897);
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The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2018 (File No. 001-37897);
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Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2018 and June 30, 2018, filed with the SEC on May 10, 2018 and August 2, 2018, respectively (File No. 001-37897);
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Our Current Reports on Form 8-K filed with the SEC on January 23, 2018, February 22, 2018 (with respect to Item 8.01 only), May 4, 2018, June 5, 2018, June 14, 2018, July 13, 2018, August 2, 2018 (with respect to Item 5.02 only) and August 27, 2018 (File No. 001-37897); and
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The description of our common stock in our registration statement on Form 8-A filed with the SEC on September 27, 2016 and any amendment or report filed with the SEC for the purpose of updating the description.
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1 Month Obalon Therapeutics Chart |
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