Imris: Material Change Report
The following excerpt is from the company's SEC filing
On September 16, 2013, the Company announced it has entered into a secured
loan facility agreement with Deerfield Management Company, L.P. for $25 million in financing.
Manitoba, September 16, 2013 – IMRIS Inc. (NASDAQ: IMRS; TSX: IM) ("IMRIS" or the “Company”) today
announced it has entered into a secured loan facility agreement (the “Agreement”) with Deerfield Management Company,
L.P. (“Deerfield”) for $25 million in financing. Deerfield is a leading healthcare investment firm with more than
$3.5 billion of assets currently under management.
Jay D. Miller, IMRIS president and chief executive officer: “We are pleased with Deerfield’s confidence in our cutting-edge
technology, growth prospects and business strategy. IMRIS has a compelling line-up of FDA-approved and development-stage products
for the surgical theater that will provide a strong foundation for future growth. This agreement provides capital to fund our
growth initiatives, strengthen our balance sheet and enable us to focus on developing a world-class medical device company.”
accordance with the terms of the Agreement, Deerfield advanced $25 million immediately following execution of the Agreement. The
loan matures five years from the date of the Agreement and may be prepaid subject to certain restrictions contained in the Agreement.
The principal amount of the loan is payable in three equal annual installments on the third, fourth and fifth anniversaries of
the date of the disbursement, except that, if IMRIS achieves certain revenue targets, the principal payment due on the third anniversary
can be deferred for up to two years and the payment due on the fourth anniversary can be deferred for one year. The outstanding
principal amount of the loan at any time will accrue interest at a rate of 9% per annum. The Agreement contains customary terms
and conditions. In connection with the loan, Deerfield will receive warrants to purchase 6.1 million shares of IMRIS common stock
at an exercise price of $1.94 per share, which represents a premium of 5% over the closing price of the Company’s common
stock preceding the execution of the Agreement. Cowen and Company acted as financial advisor to IMRIS and served as sole arranger
for the transaction.
securities referenced herein have not been registered under the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable exemption from registration requirements. This press release is
neither an offer to sell nor a solicitation of an offer to buy any of the securities referenced herein, nor shall there be any
sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any state.
(NASDAQ: IMRS; TSX: IM) is a global leader in providing image guided therapy solutions through its VISIUS Surgical Theatre –
a revolutionary, multifunctional surgical environment that provides unmatched intraoperative vision to clinicians to assist in
decision making and enhance precision in treatment. The multi-room suites incorporate diagnostic quality high-field MR, CT
and angio modalities accessed effortlessly in the operating room setting. VISIUS Surgical Theatres serve the neurosurgical, spinal,
cardiovascular and cerebrovascular markets and have been selected by 54 leading medical institutions around the world.
This press release may contain or refer to forward-looking information based on current expectations, including but not limited
to IMRIS’ growth prospects and use of proceeds. In some cases, forward-looking statements can be identified by terminology
such as “anticipate”, “may”, “expect”, “believe”, “prospective”, “continue”
or the negative of these terms or other similar expressions concerning matters that are not historical facts. These statements
should not be understood as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties
and other factors that may cause actual results, performance or achievements to be materially different from those implied by
such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that actual
results will be consistent with such statements. Forward-looking statements are subject to significant risks and uncertainties,
and other factors that could cause actual results to differ materially from expected results. These forward looking statements
are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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