Sunshine Heart Inc (SSH) Shares Dive on Share Dilution


Shareholders of Sunshine Heart Inc (NASDAQ:SSH) are having a rough day after the company announced the pricing of $8 million underwritten public offering. The offering would dilute shareholders’ investments, and as such Sunshine Heart shares are currently dropping nearly 32% to $0.92.

The offering is comprised of Class A Units, priced at a public offering price of $1.00 per unit, with each unit consisting of one share of common stock and one five-year warrant (each, a “warrant”) to purchase one share of common stock with an exercise price of $1.10 per share, and Class B Units, priced at a public offering price of $1,000 per unit, with each unit comprised of one share of preferred stock, which is convertible into 1,000 shares of common stock, and warrants to purchase 1,000 shares of common stock, also with an exercise price of $1.10 per share. The conversion price of the preferred stock issued in the transaction as well as the exercise price of the warrants are fixed priced and do not contain any variable pricing features nor any price based anti-dilutive features. The preferred stock issued in this transaction includes a beneficial ownership blocker but has no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock. The securities comprising the units are immediately separable and will be issued separately. The closing of the offering is expected to take place on or about April 24, 2017, subject to the satisfaction or waiver of customary closing conditions.

A total of 1.6 million shares of common stock, 6,400 shares of preferred stock convertible into 6.4 million shares of common stock, and warrants to purchase 8.0 million shares of common stock will be issued in the offering.

In addition, Sunshine Heart has granted the underwriter a 45-day option to purchase up to 1.2 million additional shares of common stock and/or additional warrants to purchase up to 1.2 million shares of common stock solely to cover over-allotments, if any, at the public offering price per share and per warrant less the underwriting discounts and commissions.

Sunshine Heart, Inc. is an early-stage medical device company, which provides products for the treatment of fluid overload. It engages in the development, manufacture, and commercialization of Aquadex FlexFlow System, which provides an ultrafiltration treatment for patients with failed diuretic therapy and require hospitalization.

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