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- التسجيل
- 2 أكتوبر 2003
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Dec 24 2003
6:32am CARDIMA INC
8-K:
Report of Unscheduled Material Events
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وهذا هو التقرير هدية لكم من اخوكم سعد دعواتكم
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 24, 2003
(Date of earliest event reported)
--------------------------------------------------------------------------------
CARDIMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22419 94-3177883
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
47266 Benicia Street, Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 354-0300
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 5. Other Events.
On December 19, 2003, Cardima, Inc. (the “Company”) completed a private
placement of 3,583,327 shares of Common Stock to certain accredited investors at
a price per share equal to $0.87. The private placement included the issuance to
these investors of warrants exercisable to purchase up to an aggregate of
1,074,993 shares of Common Stock at an exercise price equal to $0.957 per share.
Net proceeds to the Company from the sale of the shares of Common Stock and the
warrants were approximately $2.9 million.
The Company has agreed to register for resale the Common Stock issued in this
private placement, including shares underlying the warrants.
In conjunction with the closing of this transaction, the Company issued to
financial agents retained by the Company in connection with the transaction
warrants to purchase up to 303,608 shares of Common Stock at an exercise price
of $0.957 per share and warrants to purchase up to 20,689 shares of Common Stock
at an exercise price of $1.2375 per share. The Company agreed to register for
resale all shares underlying the warrants issued to the financial agents.
The offering was made only to accredited investors in accordance with Section
4(2) under the Securities Act of 1933 and the rules and regulations promulgated
thereunder. The securities offered have not been registered under the Securities
Act of 1933 or any state securities laws and unless so registered may not be
offered or sold in the United States (or to a U.S. person) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
-2-
--------------------------------------------------------------------------------
A press release relating to these matters was issued by Cardima, Inc. on
December 24, 2003. The complete text of the press release issued by the Company
is attached as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated December 24, 2003.
-3-
--------------------------------------------------------------------------------
SIGNATURE
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.
Dated: December 24, 2003
CARDIMA, INC.
By: /s/ Barry D. Michaels
---------------------------------------------
Barry D. Michaels
Interim Chief Financial Officer and Secretary
-4-
--------------------------------------------------------------------------------
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- ------------------------------------------------------
99.1 Press release of Cardima, Inc. dated December 24, 2003
-5-
Edgar Online has converted the HTML originally found in this filing document to plain text.
Exhibit 99.1
[[Image Removed: LOGO]]
COMPANY CONTACT: INVESTOR CONTACTS: MEDIA CONTACTS:
Cardima, Inc. Investor Relations Group Investor Relations Group
Barry D. Michaels Shayne Payne, John
Nesbett Janet Vasquez
Interim Chief Financial
Officer Dian Griesel, Ph.D. Dian Griesel, Ph.D.
(510) 354-0300 (212) 825-3210 (212) 825-3210
www.cardima.com
DRAFT RELEASE
CARDIMA COMPLETES PRIVATE PLACEMENT RESULTING IN
GROSS PROCEEDS OF $3.1 MILLION
FREMONT, CA. December 24, 2003—Cardima , Inc. (NasdaqSC: CRDM) has completed a
private placement resulting in gross proceeds of approximately $3.1 million. Net
proceeds to the Company from this closing will be approximately $2.9 million.
The closing today resulted in the sale to certain accredited investors of
3,583,327 shares of Common Stock at a price of $0.87 per share. The closing also
included the issuance of redeemable warrants to purchase up to an aggregate of
1,074,983 additional shares of Common Stock at an exercise price of $0.957 per
share. Placement agents will also receive commission and warrants to purchase
approximately 324,297 shares of Common Stock in connection with this closing.
“We are very pleased with this additional support from the investment
community,” said Gabe Vegh, CEO of Cardima, in commenting on the additional $3.1
million in gross proceeds announced today.
The Company has agreed to register for resale the Common Stock issued in this
private placement, including all shares of Common Stock underlying the warrants.
The offering was made only to accredited investors in accordance with Section
4(2) under the Securities Act of 1933 and the rules and regulations promulgated
thereunder. The securities offered have not been registered under the Securities
Act of 1933 or any state securities laws and unless so registered may not be
offered or sold in the United States (or to a U.S. person) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
--------------------------------------------------------------------------------
About Cardima
Cardima, Inc. has developed the REVELATION Tx, REVELATION T-Flex and REVELATION
Helix linear ablation microcatheter systems for the minimally invasive treatment
of atrial fibrillation (AF). The REVELATION Helix was developed for the
treatment of AF originating in the pulmonary veins of the heart. The REVELATION
Tx, REVELATION T-Flex and REVELATION Helix systems have received CE Mark
approval in Europe. The Company has also developed a Surgical Ablation System,
which is expected to be used by cardiac surgeons to treat AF by ablating cardiac
tissue during heart surgery using radio frequency (RF) energy. In February 2003,
the Company announced that it had received FDA 510(k) clearance to market the
Surgical Ablation System in the U.S.
Except for the historical information contained herein, the matters discussed in
this press release are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements. Potential risks and uncertainties include the
Company’s ability to raise additional capital, whether the Company’s pre-market
approval (PMA) application for the REVELATION Tx or any other product will be
approved by the FDA, the possibility of business disruption or unanticipated
expenses due to the Company’s recent staffing reduction and financing efforts,
and whether the Company will be able to conduct successful clinical trials,
obtain and maintain regulatory approvals, gain acceptance for its products from
the marketplace, secure distribution partners or successfully market, sell and
distribute its products to end users in the event FDA approval is obtained.
6:32am CARDIMA INC
8-K:
Report of Unscheduled Material Events
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
وهذا هو التقرير هدية لكم من اخوكم سعد دعواتكم
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 24, 2003
(Date of earliest event reported)
--------------------------------------------------------------------------------
CARDIMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22419 94-3177883
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
47266 Benicia Street, Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 354-0300
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 5. Other Events.
On December 19, 2003, Cardima, Inc. (the “Company”) completed a private
placement of 3,583,327 shares of Common Stock to certain accredited investors at
a price per share equal to $0.87. The private placement included the issuance to
these investors of warrants exercisable to purchase up to an aggregate of
1,074,993 shares of Common Stock at an exercise price equal to $0.957 per share.
Net proceeds to the Company from the sale of the shares of Common Stock and the
warrants were approximately $2.9 million.
The Company has agreed to register for resale the Common Stock issued in this
private placement, including shares underlying the warrants.
In conjunction with the closing of this transaction, the Company issued to
financial agents retained by the Company in connection with the transaction
warrants to purchase up to 303,608 shares of Common Stock at an exercise price
of $0.957 per share and warrants to purchase up to 20,689 shares of Common Stock
at an exercise price of $1.2375 per share. The Company agreed to register for
resale all shares underlying the warrants issued to the financial agents.
The offering was made only to accredited investors in accordance with Section
4(2) under the Securities Act of 1933 and the rules and regulations promulgated
thereunder. The securities offered have not been registered under the Securities
Act of 1933 or any state securities laws and unless so registered may not be
offered or sold in the United States (or to a U.S. person) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
-2-
--------------------------------------------------------------------------------
A press release relating to these matters was issued by Cardima, Inc. on
December 24, 2003. The complete text of the press release issued by the Company
is attached as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated December 24, 2003.
-3-
--------------------------------------------------------------------------------
SIGNATURE
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.
Dated: December 24, 2003
CARDIMA, INC.
By: /s/ Barry D. Michaels
---------------------------------------------
Barry D. Michaels
Interim Chief Financial Officer and Secretary
-4-
--------------------------------------------------------------------------------
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- ------------------------------------------------------
99.1 Press release of Cardima, Inc. dated December 24, 2003
-5-
Edgar Online has converted the HTML originally found in this filing document to plain text.
Exhibit 99.1
[[Image Removed: LOGO]]
COMPANY CONTACT: INVESTOR CONTACTS: MEDIA CONTACTS:
Cardima, Inc. Investor Relations Group Investor Relations Group
Barry D. Michaels Shayne Payne, John
Nesbett Janet Vasquez
Interim Chief Financial
Officer Dian Griesel, Ph.D. Dian Griesel, Ph.D.
(510) 354-0300 (212) 825-3210 (212) 825-3210
www.cardima.com
DRAFT RELEASE
CARDIMA COMPLETES PRIVATE PLACEMENT RESULTING IN
GROSS PROCEEDS OF $3.1 MILLION
FREMONT, CA. December 24, 2003—Cardima , Inc. (NasdaqSC: CRDM) has completed a
private placement resulting in gross proceeds of approximately $3.1 million. Net
proceeds to the Company from this closing will be approximately $2.9 million.
The closing today resulted in the sale to certain accredited investors of
3,583,327 shares of Common Stock at a price of $0.87 per share. The closing also
included the issuance of redeemable warrants to purchase up to an aggregate of
1,074,983 additional shares of Common Stock at an exercise price of $0.957 per
share. Placement agents will also receive commission and warrants to purchase
approximately 324,297 shares of Common Stock in connection with this closing.
“We are very pleased with this additional support from the investment
community,” said Gabe Vegh, CEO of Cardima, in commenting on the additional $3.1
million in gross proceeds announced today.
The Company has agreed to register for resale the Common Stock issued in this
private placement, including all shares of Common Stock underlying the warrants.
The offering was made only to accredited investors in accordance with Section
4(2) under the Securities Act of 1933 and the rules and regulations promulgated
thereunder. The securities offered have not been registered under the Securities
Act of 1933 or any state securities laws and unless so registered may not be
offered or sold in the United States (or to a U.S. person) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
--------------------------------------------------------------------------------
About Cardima
Cardima, Inc. has developed the REVELATION Tx, REVELATION T-Flex and REVELATION
Helix linear ablation microcatheter systems for the minimally invasive treatment
of atrial fibrillation (AF). The REVELATION Helix was developed for the
treatment of AF originating in the pulmonary veins of the heart. The REVELATION
Tx, REVELATION T-Flex and REVELATION Helix systems have received CE Mark
approval in Europe. The Company has also developed a Surgical Ablation System,
which is expected to be used by cardiac surgeons to treat AF by ablating cardiac
tissue during heart surgery using radio frequency (RF) energy. In February 2003,
the Company announced that it had received FDA 510(k) clearance to market the
Surgical Ablation System in the U.S.
Except for the historical information contained herein, the matters discussed in
this press release are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements. Potential risks and uncertainties include the
Company’s ability to raise additional capital, whether the Company’s pre-market
approval (PMA) application for the REVELATION Tx or any other product will be
approved by the FDA, the possibility of business disruption or unanticipated
expenses due to the Company’s recent staffing reduction and financing efforts,
and whether the Company will be able to conduct successful clinical trials,
obtain and maintain regulatory approvals, gain acceptance for its products from
the marketplace, secure distribution partners or successfully market, sell and
distribute its products to end users in the event FDA approval is obtained.
