Itamar Medical Ltd. (TASE: ITMR), a company that develops, manufactures, and markets non-invasive diagnostic medical devices for sleep apnea with a focus on the cardiology market, today announced that it has entered into definitive agreements for a $11.5 million private placement at a purchase price of NIS 1.1693 per ordinary share of the Company, or $9.55 per American Depositary Share (ADSs), each representing 30 ordinary shares
CAESAREA, Israel – January 17, 2019 -- Itamar Medical Ltd. (TASE: ITMR), a company that develops, manufactures, and markets non-invasive diagnostic medical devices for sleep apnea with a focus on the cardiology market, today announced that it has entered into definitive agreements for a $11.5 million private placement at a purchase price of NIS 1.1693 per ordinary share of the Company, or $9.55 per American Depositary Share (ADSs), each representing 30 ordinary shares. Of the $11.5 million, $8.0 million will be made through purchases of ADSs by U.S. accredited investors (the “U.S. Tranche”), consisting of a fund managed by Deerfield Management Company, L.P. as well as Triple Gate Capital, L.P., West Elk Partners, L.P. and Alpha Capital Anstalt, and the balance of $3.5 million will be by way of issuing ordinary shares to More Investment House. (the “Israeli Tranche”).
The closing of the transaction is subject to listing and other customary conditions, including (i) with respect to the U.S. Tranche, that (a) the registration statement on Form 20-F filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 to register the class of ADSs underlying the ADR Program has become effective and (b) the ADSs are eligible for, and have commenced, trading on the Nasdaq Capital Market, and (ii) with respect to the Israeli Tranche, receipt of listing approval by TASE. While the Company expects the closing of the Israeli Tranche to occur within the next several weeks, there is no assurance as to the timing of the closing of the U.S. Tranche in light of, among other things, the continuing federal shutdown in the U.S.
Net proceeds of the financing will be used primarily to accelerate the Company’s revenue growth through direct expansion of its sales and marketing initiatives.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities of the Company in the United States or Israel. The offering of the Company’s securities described above (including all underlying securities thereof) has not been, nor will it be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), any state securities laws, or Israeli securities laws and such securities may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an effective registration statement under the 1933 Act or an applicable exemption from the U.S. registration requirements.
About Itamar Medical Ltd.
Itamar Medical is engaged in research, development, sales and marketing of non-invasive medical devices for the diagnosis of respiratory disorders with focus on the cardiology market. The Company offers a Total Sleep Solution™ to help physicians provide comprehensive sleep apnea management in a variety of clinical environments to optimize patient care and reduce healthcare costs. Its flagship PAT-based product, the WatchPAT™ device, is a home-use diagnostic device for sleep breathing disorders. It also offers the EndoPAT™ system, an FDA-approved device to test endothelial dysfunction and to evaluate the risk of heart disease and other cardiovascular diseases. Itamar Medical is a public company traded on the Tel Aviv Stock Exchange and is based in Caesarea, Israel.For additional information visit www.itamar-medical.com.
Forward Looking Statements
All statements other than historical facts included in the foregoing press release regarding the Company’s business strategy are “forward-looking information”, as this term is defined under applicable securities laws. These statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements are not guarantees of future performance, and actual results may materially differ. The forward-looking information involves risks, uncertainties, and assumptions, including the risk that the conditions to the closing of the transaction are not satisfied or the transaction is otherwise not consummated and the other risks discussed in the Company’s public filings with the Israel Securities Authority and the SEC. Except as required by applicable law, the Company does not undertake to update any forward-looking information.
