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HNSN > SEC Filings for HNSN > Form 8-K on 8-Aug-2013All Recent SEC Filings

Show all filings for HANSEN MEDICAL INC

Form 8-K for HANSEN MEDICAL INC


8-Aug-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On August 8, 2013, Hansen Medical, Inc. (the "Company") issued a press release announcing the closing of a private placement transaction (the "Investment") in which the Company issued an aggregate of approximately 28.5 million shares of its common stock, and warrants exercisable for an aggregate of approximately 34.1 million shares of its common stock. Gross proceeds from the Investment totaled approximately $39.3 million. The signing of the Securities Purchase Agreement dated July 30, 2013, among the Company and several purchasers, including entities affiliated with Oracle Partners, LP, Jack W. Schuler and the following members of the Board of Directors of the Company (the "Board"): Kevin Hykes; Stephen Newman; Will K. Weinstein; Marjorie Bowen; William Rohn; and Nadim Yared (the "Purchase Agreement"), in connection with the Investment was previously announced by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2013. As previously announced, if and when the warrants are exercised, the Company has the potential to realize up to an additional $54 million in proceeds, which would bring the total gross proceeds from the Investment to approximately $93 million before deducting transaction costs.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the Investment described above, on August 8, 2013, the Company entered into an Investor Rights Agreement (the "Investor Rights Agreement") with the investors who participated in the Investment. Among other things, the Investor Rights Agreement provides that the size of the Company's Board of Directors shall be increased by one member and Jack W. Schuler shall be appointed to fill such position at the closing of the Investment.

The foregoing information is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.                                         Description

Exhibit 10.1    Investor Rights Agreement, dated August 8, 2013 by and among Hansen
                Medical, Inc. and each purchaser identified therein.

Exhibit 99.1    Press release, dated August 8, 2013.


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