SEC Filing Summary: Amedica Corporation (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Amedica Corporation on July 5, 2016. The filing reports the entry into a Material Definitive Agreement regarding a public equity offering. Note: While the request metadata references "Sintx Technologies, Inc.", the filing text explicitly identifies the registrant as Amedica Corporation.
Key Financial Metrics and Transaction Details
The Company entered into an Underwriting Agreement with Ladenburg Thalmann & Co. Inc. to sell the following securities:
- Class A Units: 3,608,000 units at $1.00 per unit. Each unit consists of one share of Common Stock and one Series E Warrant (exercise price $1.00).
- Class B Units: 7,392 units at $1,000 per unit. Each unit consists of one share of Series A Convertible Preferred Stock (convertible into 1,000 shares of Common Stock) and one Series E Warrant (exercise price $1.00).
- Net Proceeds: Approximately $9.9 million, after deducting underwriting discounts, commissions, and estimated offering expenses.
- Over-Allotment Option: Underwriters have a 45-day option to purchase up to 15% additional shares or warrants to cover over-allotments.
The filing text does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels as this is a transactional report rather than a periodic financial statement.
Material Changes and Outlook
The primary material change is the execution of the Underwriting Agreement, which is expected to close on or about July 8, 2016, subject to customary closing conditions. The offering is being conducted pursuant to an effective Registration Statement on Form S-1 (No. 333-211520) declared effective by the SEC on July 1, 2016. The filing includes a press release announcing the pricing of the offering.
Investor Verification Checklist
- Verify the final closing date of the offering (expected July 8, 2016) and whether the over-allotment option was exercised.
- Confirm the actual net proceeds received after final deduction of offering expenses.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific terms regarding the Series A Convertible Preferred Stock and Series E Warrants.
- Check subsequent filings for the impact of this capital raise on the Company's liquidity and capital structure.