0001193125-13-338260.txt : 20130816 0001193125-13-338260.hdr.sgml : 20130816 20130816160233 ACCESSION NUMBER: 0001193125-13-338260 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130816 DATE AS OF CHANGE: 20130816 GROUP MEMBERS: RENATE SCHULER GROUP MEMBERS: SCHULER FAMILY FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEN MEDICAL INC CENTRAL INDEX KEY: 0001276591 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82535 FILM NUMBER: 131045351 BUSINESS ADDRESS: STREET 1: 800 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 404 5800 MAIL ADDRESS: STREET 1: 800 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULER JACK W CENTRAL INDEX KEY: 0001021412 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 28161 N. KEITH DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 SC 13D 1 d585011dsc13d.htm SCHEDULE 13D SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information To Be Included in Statements Filed Pursuant to

§ 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

HANSEN MEDICAL, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

411307101

(CUSIP Number)

Jack W. Schuler

c/o Crabtree Partners LLC

28161 North Keith Drive

Lake Forest, Illinois 60045

(847) 607-2066

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purposes of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  13D  
CUSIP 411307101     Page 2 of 13

 

  1   

Name of reporting person

I.R.S. identification number (entity only)

 

Jack W. Schuler

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    N/A

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7    

Sole voting power

 

    5,321,158*

     8   

Shared voting power

 

    15,015,064**

     9   

Sole dispositive power

 

    5,321,158*

   10   

Shared dispositive power

 

    15,015,064**

11  

Aggregate amount beneficially owned by each reporting person

 

    20,336,222

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    19.99%***

14  

Type of reporting person

 

    IN

 

* This total consists of: (i) 5,319,769 shares of common stock owned by Mr. Schuler; plus (ii) 1,389 shares of common stock (the “Schuler Option Shares”) issuable upon the exercise of a stock option granted to Mr. Schuler on August 8, 2013 and exercisable within 60 days after the grant date.
** This total consists of: (i) 9,489,456 shares of common stock owned by the Schuler Family Foundation (the “Foundation”); plus (ii) 5,525,608 shares of common stock (the “Included Foundation Warrant Shares”) issuable upon the exercise of warrants held by the Foundation which are exercisable within 60 days after August 8, 2013. This total excludes 5,706,674 shares of common stock otherwise issuable upon the exercise of warrants held by the Foundation because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of common stock then outstanding.
*** This calculation was made on the basis of 101,733,814 shares of common stock outstanding, derived as follows: (i) 67,751,533 shares of common stock outstanding as of July 30, 2013, as disclosed in the disclosure schedule to the Securities Purchase Agreement dated as of July 30, 2013 (the “Purchase Agreement”) among Hansen Medical, Inc., the Foundation and the other purchasers identified in Exhibit A to the Purchase Agreement (the Foundation and such other purchasers, the “Purchasers”); plus (ii) 28,455,284 shares of common stock issued to the Purchasers pursuant to the closing of the Purchase Agreement on August 8, 2013; plus (iii) the 1,389 Schuler Option Shares; and plus (iv) the 5,525,608 Included Foundation Warrant Shares.

 

2


  13D  
CUSIP 411307101     Page 3 of 13

 

  1   

Name of reporting person

I.R.S. identification number (entity only)

 

Renate Schuler

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    N/A

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7    

Sole voting power

 

    16,000

     8   

Shared voting power

 

    20,721,828*

     9   

Sole dispositive power

 

    16,000

   10   

Shared dispositive power

 

    20,721,828*

11  

Aggregate amount beneficially owned by each reporting person

 

    20,737,828

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    19.30%**

14  

Type of reporting person

 

    IN

 

* This total consists of: (i) 9,489,546 shares common stock owned by the Foundation; plus (ii) 11,232,282 shares of common stock issuable upon the exercise of warrants held by the Foundation which are exercisable within 60 days after August 8, 2013 (the “Foundation Warrant Shares”).
** This calculation was made on the basis of 107,439,099 shares of common stock outstanding, derived as follows: (i) 67,751,533 shares of common stock outstanding as of July 30, 2013, as disclosed in the disclosure schedule to the Purchase Agreement; plus (ii) 28,455,284 shares of common stock issued to the Purchasers pursuant to the closing of the Purchase Agreement on August 8, 2013; and plus (iii) the 11,232,282 Foundation Warrant Shares.

 

3


  13D  
CUSIP 411307101     Page 4 of 13

 

  1   

Name of reporting person

I.R.S. identification number (entity only)

 

Schuler Family Foundation EIN 36-4154510

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7    

Sole voting power

 

    20,721,828*

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    20,721,828*

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    20,721,828

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    19.29%**

14  

Type of reporting person

 

    CO

 

* This total consists of: (i) 9,489,546 shares common stock owned by the Foundation; plus (ii) the 11,232,282 Foundation Warrant Shares.
** This calculation was made on the basis of 107,439,099 shares of common stock outstanding, derived as follows: (i) 67,751,533 shares of common stock outstanding as of July 30, 2013, as disclosed in the disclosure schedule to the Purchase Agreement; plus (ii) 28,455,284 shares of common stock issued to the Purchasers pursuant to the closing of the Purchase Agreement on August 8, 2013; and plus (iii) the 11,232,282 Foundation Warrant Shares.

 

4


  13D  
CUSIP 411307101     Page 5 of 13

 

Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (“Common Stock”), of Hansen Medical, Inc., a Delaware corporation (the “Company”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended.

The address of the Company’s principal executive offices is 800 East Middlefield Road, Mountain View, California 94043.

 

Item 2. Identity and Background

This Schedule 13D is being filed on behalf of Jack W. Schuler, his wife, Renate Schuler and the Schuler Family Foundation (each a “reporting person” and together, the “reporting persons”). The following information is provided for the reporting person:

 

Name:    Jack W. Schuler
Residence or business address:    28161 North Keith Drive
   Lake Forest, Illinois 60045
Principal occupation or employment:    Private investor
Citizenship:    United States
Name:    Renate Schuler
Residence or business address:    28161 North Keith Drive
   Lake Forest, Illinois 60045
Principal occupation or employment:    Private investor
Citizenship:    United States
Name:    Schuler Family Foundation
Residence or business    28161 North Keith Drive
   Lake Forest, Illinois 60045
Principal occupation or employment:    Tax-exempt private operating foundation
State of organization    Illinois

During the last five years, none of the reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the reporting person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds and Other Consideration

On July 30, 2013, the Schuler Family Foundation (the “Foundation”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company and the other purchasers identified in Exhibit A to the Purchase Agreement. Pursuant to the Purchase

 

5


  13D  
CUSIP 411307101     Page 6 of 13

 

Agreement, at the closing on August 8, 2013 (the “Closing Date”), the Foundation purchased 9,360,234 shares of Common Stock (the “Shares”) at a purchase price per Share of $1.23 and an aggregate purchase price of $11,513,087.82.

In addition, the Foundation also purchased warrants to purchase a total of 11,232,282 shares of Common Stock, consisting of Series A Warrants to purchase 3,744,094 shares of Common Stock (“Series A Warrants”), Series B Warrants to purchase 3,744,094 shares of Common Stock (“Series B Warrants”) and Series C Warrants to purchase 3,744,094 shares of Common Stock (“Series C Warrants” and, together with the Series A Warrants and Series B Warrants, the “Warrants”) at a purchase price per Warrant of $0.125 and an aggregate purchase price of $1,404,035.25.

The Foundation purchased the Shares and Warrants with its own funds.

Neither of the other reporting persons (Mr. Schuler and Mrs. Schuler) was a party to the Purchase Agreement or otherwise purchased any shares of Common Stock in connection with the Purchase Agreement.

Prior to the Foundation’s entering into the Purchase Agreement, the reporting persons had from time to time acquired shares of Common Stock as passive investors. As of the Closing Date, Mr. Schuler owned 5,319,769 shares of Common Stock; Mrs. Schuler owned 16,000 shares of Common Stock; and the Foundation owned 129,312 shares of Common Stock.

 

Item 4. Purpose of Transaction

The Foundation’s purchase of the Shares and Warrants pursuant to the Purchase Agreement, as well as the reporting persons’ prior acquisitions of shares of Common Stock, were effected because of the reporting persons’ belief that shares of Common Stock represented, and continue to represent, an attractive investment. The reporting persons intend to review their investment in the Company on a continuing basis and will routinely monitor a wide variety of investment considerations, including, but not limited to, current and anticipated future trading prices for the shares of Common Stock and other securities of the Company, if any, the Company’s financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Company and its subsidiaries, the Company’s management, board of directors, Company-related competitive and strategic matters, conditions in the securities and financial markets, tax considerations, general market, economic and industry conditions, other investment and business opportunities available to the reporting persons and other factors considered relevant.

Subject to the restrictions described elsewhere in this Item 4, the reporting persons may from time to time take such actions with respect to their investment in the Company as they deem appropriate, including, but not limited to, (i) acquiring additional shares or disposing of some or all of their shares of Common Stock (or other securities of the Company) or engaging in discussions with the Company and its subsidiaries concerning future transactions with the Company and its subsidiaries, including, but not limited to, extraordinary corporate transactions and acquisitions or dispositions of shares of the capital stock or other securities of the Company

 

6


  13D  
CUSIP 411307101     Page 7 of 13

 

or any subsidiary of the Company, (ii) changing their current intentions with respect to any or all matters referred to in this Item 4 and (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Company. Any acquisition or disposition of the Company’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Company or a subsidiary of the Company or otherwise.

As reported in Item 3, the Foundation and the other Purchasers entered into the Purchase Agreement with the Company on July 30, 2013. As contemplated by the Purchase Agreement, on the Closing Date the Foundation and the other Purchasers entered into an investors rights agreement (the “Investor Rights Agreement”) with the Company.

The following summaries of the Purchase Agreement, the Investor Rights Agreement and the Warrants are not intended to be complete. The Purchase Agreement, form of Investor Rights Agreement and form of Warrants, copies of which are filed as Exhibits 2, 3 and 4, respectively, are incorporated into this Item 4 by reference and the following summaries are qualified in their entirety by reference to such agreements. This Schedule 13D does not purport to amend, qualify or in any way modify such agreements.

Purchase Agreement

Pursuant to the terms of the Purchase Agreement and the transactions contemplated by the Purchase Agreement, on the Closing Date the Company sold to the Purchasers (including the Foundation), pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506, (i) an aggregate of 28,455,284 shares of Common Stock at a purchase price per share of $1.23 and (ii) 34,146,339 warrants to purchase an aggregate of 34,146,339 shares of Common Stock at a purchase price per warrant of $0.125. The Purchase Agreement also provided for the manner of allocation of the fees and expenses between the parties and the entry of the Company and the Purchasers into the Investor Rights Agreement on the Closing Date.

Investor Rights Agreement

As noted above, on the Closing Date the Company and the Purchasers (including the Foundation) entered into the Investor Rights Agreement. The Investor Rights Agreement provides for, among other things, demand registration rights for the Foundation and others that will require the Company to register their shares of Common Stock with the Securities Exchange Commission and permit them to sell such registered shares of Common Stock to the public, subject to conditions specified in the Investor Rights Agreement.

In addition, the Investor Rights Agreement provides that if the Company proposes to register any of its shares of Common Stock at any time prior to August 8, 2018, the Foundation and others will have the right to request that all or any part of their registrable shares be included in the registration, subject to specified exceptions. The Investor Rights Agreement also provides that the Foundation and the other Purchasers may not purchase (other than by the exercise of Warrants), sell or otherwise transfer any securities of the Company on or prior to the one-year anniversary of the Closing Date, subject to specified exceptions. This restriction will terminate with respect to any Purchaser upon the earlier of (i) a change of control (as defined in the Investor Rights Agreement), as long as such change of control was not initiated by such Purchaser or (ii) an insolvency event (as defined in the Investor Rights Agreement).

 

7


  13D  
CUSIP 411307101     Page 8 of 13

 

The Investor Rights Agreement also provides that on the Closing Date, the size of the board of the directors (the “Board”) of the Company will be increased by one member and that Jack W. Schuler will be appointed to the Board as a member of the class of directors whose initial term expires at the 2016 annual meeting of the Company’s stockholders. In addition, the Investor Rights Agreement provides that from and after the Closing Date, the Company will nominate Mr. Schuler (or, if Mr. Schuler is unavailable to continue to serve on the Board, another person designated by Mr. Schuler and reasonably acceptable to the Company) for as long as the Foundation (or an affiliate of the Foundation) continues to beneficially own at least 50% of the Shares and Warrants initially issued to it pursuant to the Purchase Agreement. For as long as such membership does not conflict with applicable laws or regulations or listing requirements of a securities exchange on which the shares of Common Stock are listed, Mr. Schuler (or his designee) is also entitled to serve as a member of or observer to committees of the Board.

Warrants

The Warrants, which were issued by the Company to the Purchasers (including the Foundation) on the Closing Date, are comprised of the following three tranches: (i) Series A Warrants exercisable for an aggregate of 11,382,113 shares of Common Stock, with an exercise price per warrant equal to $1.23; (ii) Series B Warrants exercisable for an aggregate of 11,382,113 shares of Common Stock, with an exercise price per warrant equal to $1.50 per share; and (iii) Series C Warrants exercisable for an aggregate of 11,382,113 shares of Common Stock, with an exercise price per warrant equal to $2.00 per share.

The Warrants are exercisable, in whole or in part, at the option of the holder, at any time and from time to time from the Closing Date through and including August 8, 2015. The Series A Warrants are subject to mandatory exercise subsequent to the Company’s receipt of regulatory approval in the United States for its new 6F Magellan catheter. The Series B Warrants and Series C Warrants held by the Foundation provide that the holder of the Warrants may not exercise the Warrants to the extent that doing so would result in the holder of the Warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding. The exercise price and number of shares of Common Stock subject to the Warrants are subject to adjustment from time to time in accordance with the terms of the Warrants.

Additional Disclosure

Except as disclosed in this Schedule 13D, neither Jack W. Schuler, in his individual capacity, nor either of the other reporting persons, has any plans or proposals that relate to or would result in: (a) the acquisitions by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of the directors or to fill any existing vacancies on the

 

8


  13D  
CUSIP 411307101     Page 9 of 13

 

board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

As noted above, Mr. Schuler was appointed a director of the Company on the Closing Date pursuant to the Investor Rights Agreement. In the normal course of his duties as a director, Mr. Schuler may consider or propose the adoption by the Company’s Board of plans or proposals that relate to or would result in one or more actions described in clauses (a)-(j) of the preceding paragraph. At present, however, he does not have any plans to propose the adoption of any such plans or proposals.

 

Item 5. Interest in Securities of the Issuer

The Foundation is a tax-exempt private operating foundation of which Mr. Schuler and Mrs. Schuler are two of the three directors.

Mr. Schuler disclaims any beneficial interest in any of the shares of Common Stock owned by Mrs. Schuler or the Foundation.

Mrs. Schuler disclaims any beneficial interest in any of the shares of Common Stock owned by the Foundation.

The reporting persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D is not, and should not be construed as, an admission that the reporting persons constitute a person or a group.

(a)

Jack W. Schuler

Mr. Schuler may be deemed the beneficial owner of 20,336,232 shares of Common Stock, consisting of: (i) 5,319,769 shares of Common Stock that he owns; plus (ii) 1,389 shares of Common Stock (the “Schuler Option Shares”) issuable upon the exercise of a stock option granted to Mr. Schuler on August 8, 2013 when he was appointed a director of the Company and exercisable within 60 days after the grant date; plus (iii) 9,489,456 shares of Common Stock owned by the Foundation; plus (ii) 5,525,608 shares of Common Stock (the “Included Foundation Warrant Shares”) issuable upon the exercise of warrants held by the Foundation which are exercisable within 60 days after August 8, 2013.

These shares represent 19.99% of the Company’s outstanding shares of Common Stock, determined on the basis of 101,733,814 shares of Common Stock outstanding, derived as follows:

 

9


  13D  
CUSIP 411307101     Page 10 of 13

 

(i) 67,751,533 shares of Common Stock outstanding as of July 30, 2013, as disclosed in the disclosure schedule to the Purchase Agreement; plus (ii) 28,455,284 shares of Common Stock issued to the Purchasers pursuant to the closing of the Purchase Agreement; plus (iii) the 1,389 Schuler Option Shares; and plus (iv) the 5,525,608 shares of Common Stock issuable upon the exercise of the Foundation’s Warrants.

The Foundation’s Warrants for 11,232,282 shares of Common Stock are exercisable at any time after August 8, 2013 through and including August 8, 2015 but may not be exercised to the extent that doing so would result in the holder of the Warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of common stock then outstanding. Accordingly, 5,706,674 shares of Common Stock otherwise issuable upon the exercise of the Foundation’s Warrants have been excluded both from the number of shares of Common Stock of which Mr. Schuler may be deemed the beneficial owner and from the numbers of shares of Common Stock outstanding.

As noted above, Mr. Schuler disclaims any beneficial interest in any of the shares of Common Stock owned by the Foundation.

Renate Schuler

Mrs. Schuler may be deemed the beneficial owner of 20,737,828 shares of Common Stock, consisting of: (i) 16,000 shares of Common Stock that she owns; plus (ii) 20,721,828 shares of Common Stock owned by the Foundation, including 11,232,282 shares issuable upon the exercise of the Foundation’s Warrants.

These shares represent 19.30% of the Company’s outstanding shares of Common Stock, determined on the basis of 107,439,099 shares of common stock outstanding, derived as follows: (i) 67,751,533 shares of Common Stock outstanding as of July 30, 2013, as disclosed in the disclosure schedule to the Purchase Agreement; plus (ii) 28,455,284 shares of Common Stock issued to the Purchasers pursuant to the closing of the Purchase Agreement; and plus (iii) 11,232,282 shares of Common Stock issuable upon the exercise of the Foundation’s Warrants.

As noted above, Mrs. Schuler disclaims any beneficial interest in any of the shares of Common Stock owned by the Foundation.

Schuler Family Foundation

The Foundation is the beneficial owner of 20,721,828 shares of Common Stock, consisting of: (i) 9,489,546 shares Common Stock that the Foundation owns; plus (ii) 11,232,282 shares of Common Stock issuable upon the exercise of the Foundation’s Warrants.

These shares represent 19.29% of the Company’s outstanding shares of Common Stock, determined on the basis of 107,439,099 shares of common stock outstanding, derived as follows: (i) 67,751,533 shares of Common Stock outstanding as of July 30, 2013, as disclosed in the disclosure schedule to the Purchase Agreement; plus (ii) 28,455,284 shares of Common Stock issued to the Purchasers pursuant to the closing of the Purchase Agreement; and plus (iii) 11,232,282 shares of Common Stock issuable upon the exercise of the Foundation’s Warrants.

 

10


  13D  
CUSIP 411307101     Page 11 of 13

 

(b)

Jack W. Schuler

 

Shares with sole power to vote or to direct the vote

     5,321,158   

Shares with shared power to vote or direct the vote

     15,015,064

Shares with sole power to dispose or direct the disposition

     5,321,158   

Shares with sole power to dispose or direct the disposition

     15,015,064

 

* Mr. Schuler shares the voting and dispositive power in respect of the 15,015,064 shares owned by the Schuler Family Foundation, of which Mr. Schuler is one of three directors. The other two directors are Mr. Schuler’s wife, Renate Schuler, and their daughter, Tanya Eva Schuler.

Renate Schuler

 

Shares with sole power to vote or to direct the vote

     16,000   

Shares with shared power to vote or direct the vote

     20,721,828

Shares with sole power to dispose or direct the disposition

     16,000   

Shares with sole power to dispose or direct the disposition

     20,721,828

 

* Mrs. Schuler shares the voting and dispositive power in respect of the 15,014,112 shares owned by the Schuler Family Foundation, of which Mrs. Schuler is one of three directors. The other two directors are Mrs. Schuler’s husband, Jack W. Schuler, and their daughter, Tanya Eva Schuler.

Schuler Family Foundation

 

Shares with sole power to vote or to direct the vote

     20,721,828   

Shares with shared power to vote or direct the vote

     0   

Shares with sole power to dispose or direct the disposition

     20,721,828   

Shares with sole power to dispose or direct the disposition

     0   

(c)

The information in Item 4 regarding the Foundation’s purchase of the Shares and Warrants is incorporated into this Item 5 by reference.

Upon Mr. Schuler’s appointment on August 8, 2013 as a director of the Company pursuant to the Investor Rights Agreement, Mr. Schuler was granted a stock option to purchase 50,000 shares of Common Stock at an exercise price per share of $1.69. This option vests in 36 equal successive monthly installments over 36 months of continuous service following the grant date and is exercisable in respect of 1,389 shares of Common Stock within 60 days after the grant date.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock that the reporting persons may be deemed to beneficially own.

 

11


  13D  
CUSIP 411307101     Page 12 of 13

 

(e)

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) under the Exchange Act, the reporting persons entered into an agreement on August 15, 2013 with respect to the joint filing of this Schedule 13D and any amendment or amendments (the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is filed as Exhibit 1 and incorporated into this Item 6 by reference.

As described in Item 4, (i) the Foundation, the other Purchasers and the Company have entered into a Purchase Agreement, (ii) the Foundation, the other Purchasers and the Company have entered into an Investor Rights Agreement and (iii) Foundation and the other Purchasers have each acquired Warrants. The information in Item 4 with respect to the Purchase Agreement, the Investor Rights Agreement and the Warrants is incorporated into this Item 6 by reference.

 

Item 7. Material To Be Filed as Exhibits

 

Exhibit 1    Joint Filing Agreement, dated as of August 15, 2013, by and among Jack W. Schuler, Renate Schuler and the Schuler Family Foundation
Exhibit 2    Securities Purchase Agreement, dated as of July 30, 2013, by and among the Company, the Schuler Family Foundation and the other purchasers named in Exhibit A to the Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on July 31, 2013)
Exhibit 3    Form of Investor Rights Agreement by and among the Company, the Schuler Family Foundation and the other purchasers named in the Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on July 31, 2013)
Exhibit 4    Form of Warrant as to the purchase by the Schuler Family Foundation of shares of the Common Stock of the Company.

 

12


  13D  
CUSIP 411307101     Page 13 of 13

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 16, 2013.

 

/S/ JACK W. SCHULER

Jack W. Schuler

/S/ RENATE SCHULER

Renate Schuler
Schuler Family Foundation
By  

/S/ JACK W. SCHULER

  Jack W. Schuler, Director

 

13

EX-99.1 2 d585011dex991.htm EXHIBIT 1 EXHIBIT 1

Exhibit 1

Joint Filing Agreement

This Joint Filing Agreement is entered into as of August 15, 2013, by the undersigned, who hereby agree that the Statement on Schedule 13D with respect to the shares of the common stock, par value $0.0001 per share, of Hansen Medical, Inc., a Delaware corporation, is, and any amendment subsequently signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

/S/ JACK W. SCHULER

Jack W. Schuler

/S/ RENATE SCHULER

Renate Schuler
Schuler Family Foundation
By   

/S/ JACK W. SCHULER

  Jack W. Schuler, Director
EX-99.4 3 d585011dex994.htm EXHIBIT 4 EXHIBIT 4

Exhibit 4

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN AN INVESTORS RIGHT AGREEMENT, DATED AS OF [], 2013, COPIES OF WHICH ARE AVAILABLE WITH THE SECRETARY OF THE ISSUER.

HANSEN MEDICAL, INC.

FORM OF SERIES [A][B][C] WARRANT

 

Warrant No. [A][B][C]-[    ]    Date of Issuance: [            , 2013]1

Hansen Medical, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [], a [], or its registered assign (the “Holder”), is entitled to purchase from the Company [] shares (as adjusted from time to time as provided in Section 12 [but subject to Section 6(b)]2) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at an exercise price determined pursuant to Section 3 (the “Exercise Price”), at any time and from time to time from and after the date hereof through and including the date that is two (2) years following the date of issuance set forth above (the “Expiration Date”), and subject to the following terms and conditions:

1. Purchase Agreement. This Series [A][B][C] Warrant (this “Warrant”) is one of a series of Warrants (collectively, the “Warrants”) issued by the Company in connection with that certain Securities Purchase Agreement, entered into on July 30, 2013 (the “Purchase Agreement”), by and among the Company and Holder and certain other Purchasers, and is subject to, and the Company and the Holder shall be bound by, all the applicable terms, conditions and provisions of the Purchase Agreement.

2. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

3. Exercise Price. This Warrant may be exercised for a price per Warrant Share equal to $[],3 subject to adjustment from time to time pursuant to Section 12 (the “Exercise Price”).

 

1  To be issued on Closing Date.
2  Bracketed language to be included in the Series B Warrant and the Series C Warrant.
3  To be equal to (i) $1.23 per share for the Series A Warrant; (ii) $1.50 per share for the Series B Warrant; and (iii) $2.00 per share for the Series C Warrant.


4. Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

5. Transfer of Warrant.

(a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without the prior written consent of the Company; provided that (i) a Holder that is a natural person may transfer all or a portion of this Warrant to one or more trusts for the benefit of such Holder, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, the spouse of any such descendant or a lineal descendant of any such spouse and (ii) a Holder that is a Person other than a natural person may transfer all or a portion of the Warrant to an Affiliate of such Holder.

(b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

6. Exercise and Duration of Warrants.

(a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the date hereof to and including the Expiration Date. At 6:30 p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. [The Company may not call or redeem all or any portion of this Warrant without the prior written consent of the Holder.]4 [The Company shall notify the Holder in writing of the occurrence of regulatory approval by the U.S. Food and Drug Administration of the Hansen Medical 6F Magellan Catheter in the United States (the “Milestone Event”), with such notification to be accompanied by a certification executed by the Chief Financial Officer of the Company as to the occurrence of the Milestone Event. Within fifteen (15) days after receipt of such Company notice, the Holder shall exercise this Warrant in full by paying the price per Warrant Share equal to the Exercise Price.]5

(b) [Notwithstanding anything contained herein to the contrary, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant to the extent that after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of 19.99% of the outstanding Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number

 

4  Bracketed language to be included in the Series B Warrants and Series C Warrants.
5 

Bracketed language to be included in the Series A Warrants.

 

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of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, [the Series B Warrants]6[the Series C Warrants]7) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. In addition, for purposes of this Section 6(b), “group” has the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6(b) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a notice of exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable. For purposes of this Section 6(b), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent notice by the Company or the Company’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the request of the Holder, the Company shall promptly, and in any event within one trading day of such request, confirm to the Holder the number shares of Common Stock then outstanding.]8

7. Delivery of Warrant Shares.

(a) To effect conversions hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate number of Warrant Shares represented by this Warrant is being exercised. Upon delivery of an Exercise Notice substantially in the form attached hereto as Attachment A (an “Exercise Notice”) to the Company at its address for notice determined as set forth herein, and upon payment of the applicable Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than five (5) trading days after the Date of Exercise (as defined below)) issue and deliver, or cause its transfer agent to issue and deliver, to the Holder a certificate for the Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee. A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) an Exercise Notice, appropriately completed and duly signed, and (ii) payment of the Exercise Price (by certified or official bank check, intra-bank account transfer or wire transfer) for the number of Warrant Shares so indicated by the Holder to be purchased.

(b) If by the fifth trading day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 7(a), the Holder will have the right to rescind such exercise.

 

6  Bracketed language to be included in the Series C Warrant.
7  Bracketed language to be included in the Series B Warrant.
8  Bracketed language to be included in the Series B Warrant and the Series C Warrant

 

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(c) The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

8. Charges, Taxes and Expenses. Issuance and delivery of certificated or uncertificated shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee, or other incidental tax or expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

9. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a new warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a new warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver this mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the new warrant.

10. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from Liens or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 12). The Company covenants and warrants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

11. Notice of Certain Corporate Action. In case the Company shall propose (a) to offer to the holders of its Common Stock rights to subscribe for or to purchase any shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Common Stock), or (c) to effect any capital reorganization, or (d) to effect any Fundamental Transaction (as defined below), or (e) to effect the liquidation, dissolution or winding up of the Company or (f) to offer to the holders generally of its Common Stock the right to have their shares of Common Stock repurchased or redeemed or otherwise acquired by the Company, or (g) to take any other action which would require the adjustment of the Exercise Price and/or the number of Warrant Shares

 

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issuable upon exercise of this Warrant, then in each such case (but without limiting the provisions of Section 12), the Company shall give to the Holder, a notice of such proposed action, which shall specify the date on which a record is to be taken for purposes of such dividend, distribution of offer of rights, or the date on which such reclassification, reorganization, Fundamental Transaction, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock. Such notice shall be so given at least ten (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action, or at least ten (10) Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier. Such notice shall specify, in the case of any subscription or repurchase rights, the date on which the holders of Common Stock shall be entitled thereto, or the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon any reorganization, reclassification, Fundamental Transaction or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification, Fundamental Transaction or other action, to the extent then determinable. No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or the disclosure of which would not be in the best interests of the Company.

12. Certain Adjustments. The number of Warrant Shares issuable upon exercise of this Warrant is subject to adjustment from time to time as set forth in this Section 12.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of any Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company; then in each such case (A) the Exercise Price will be adjusted by multiplying the Exercise Price then in effect by a fraction, the numerator of which equals the number of shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any), and the denominator of which equals the number of shares of Common Stock outstanding immediately after such event (excluding treasury shares, if any), and (B) the number of Warrant Shares issuable hereunder shall be concurrently adjusted by multiplying such number by the reciprocal of such fraction. Such adjustments will take effect (i) if a record date shall have been fixed for determining the stockholders or security holders, as applicable, of the Company entitled to receive such dividend, distribution or issuance by reclassification, as the case may be, immediately after such record date, (ii) otherwise, immediately after the effective date of such dividend, distribution, subdivision, combination, or issuance by reclassification, as the case may be.

(b) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or a series of related transactions, (A) effects any merger or consolidation of the Company with or into another Person, (B) effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets, (C) effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other

 

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securities, cash or property (except for issuances by reclassification contemplated by Section 12(a)(iv)), or (D) consummates a stock or share purchase agreement or other business combination (including a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or group making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person or group of Persons) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property (each transaction or series of transactions referred to in clause (i) or (ii) above, a “Fundamental Transaction”); then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, (1) the number of shares of common stock of the successor or acquiring corporation or, if it is the surviving corporation, of the Company, and (2) any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount and components of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Board shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration (substituting the most appropriate market-based measure for the Trading Market in determining the daily VWAP from time to time for each component of the Alternate Consideration or, if no market-based measure is reasonably available for any such component, fixing the daily VWAP of such component at the value determined by such apportionment, but subject to further adjustment as provided in this Section 12). If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant of like tenor to this Warrant but adjusted to be consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant for the appropriate number of shares of capital stock and Alternate Consideration, if any, in exchange for this Warrant. The Company shall ensure that the terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 12(b) and ensuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction or series of related transactions analogous to a Fundamental Transaction. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (A) if the Common Stock is then listed or quoted on a trading market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the principal trading market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (B) if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported during trading hours, or (C) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company’s Board of Directors and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.

(c) Notice of Adjustment. Upon any adjustment of the Exercise Price, and from time to time upon the request of the Holder, the Company shall furnish to the Holder the Exercise Price

 

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resulting from such adjustment or otherwise in effect and the number of Warrant Shares then available for purchase under this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

13. No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay the Holder an amount of cash equal to the product of such fraction multiplied by the closing price of one share of Common Stock as reported on the principal trading market for the Common Stock on the Date of Exercise.

14. No Impairment. The Company shall not by any action including, without limitation, amending its Certificate of Incorporation, any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action, as may be necessary or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company shall take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant at the then Exercise Price therefor.

15. No Rights as a Stockholder; Notice to Holder. Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or any other matter, or any rights whatsoever as a stockholder of the Company.

16. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or stockholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

17. Miscellaneous.

(a) Notices. Any and all notices or other communications or deliveries hereunder (including any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number pursuant to this Section 17(a) prior to 5:30 p.m. (New York City time) on a trading day, (ii) the next trading day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified pursuant to this Section 17(a) on a day that is not a trading day or later than 5:30 p.m. (New York City time) on any trading day, (iii) the second trading day following the date of mailing, if sent by nationally recognized overnight courier service to the street address specified pursuant to this Section 17(a), or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be as follows:

(i) if to the Company, to:

Hansen Medical, Inc.

800 East Middlefield Road

Mountain View, CA 94043

Attn: Chief Financial Officer

Facsimile: (650) 404-5901

 

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with a copy to (which shall not constitute notice to the Company):

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue Suite 1400

Palo Alto, CA 94301

Attn: Thomas J. Ivey

Facsimile: (650) 798-6549

(ii) if to the Holder, to the address, facsimile number or email or street address appearing on the Warrant Register (which shall initially be the facsimile number and email and street address set forth for the initial Holder in the Purchase Agreement);

or to such other address, facsimile number or email address as the Company or the Holder may provide to the other in accordance with this Section 17(a).

(b) Assignment. Subject to the restrictions on transfer described herein, the rights and obligations of the Company and the Holder shall be binding upon, and inure to the benefit of, the successors, assigns, heirs, administrators and transferees of the parties. The Company shall not have the right directly or indirectly to assign or transfer this Warrant without the prior written consent of the Holder, which may be withheld in the Holder’s sole discretion, or as part of a Fundamental Transaction.

(c) No Third Party Beneficiaries. Nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(d) Amendments; Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, and any amendment so effected shall amend each Warrant issued pursuant to the Purchase Agreement and be binding upon each holder of such Warrants (provided, however, that any such amendment that adversely affects any holder or class of holders of such Warrants in a manner that does not apply uniformly to all holders of such Warrants, as applicable, shall require the written consent of such adversely affected holders or class). Any provision of this Warrant may be waived, but only if in writing by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(e) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

(f) Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law in any respect, such provision shall be excluded from this Warrant and the balance of this Warrant shall be construed and interpreted as if such provision were so excluded and shall be enforceable in accordance with its remaining terms.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

 

HANSEN MEDICAL, INC., a Delaware corporation
By:  

 

Name:  
Its:  

 

[Signature Page – Warrant]


ATTACHMENT A

EXERCISE NOTICE

To Hansen Medical, Inc.:

The undersigned hereby irrevocably elects to purchase shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of Hansen Medical, Inc., a Delaware corporation, pursuant to Warrant No. [A][B][C]-        , originally issued on             , 2013 (the “Warrant”). The undersigned elects to utilize the following manner of exercise:

 

Shares:       
 

 

     Full Exercise of Warrant
 

 

     Partial Exercise of Warrant (in the amount of              Shares)
Exercise Price: $         
Manner of Exercise:
 

 

     Certified or Official Bank Check
 

 

     Intra-Bank Account Transfer
 

 

     Wire Transfer

[Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].]

 

Date:      

 

Full Name of Holder*:      

 

Signature of Holder or Authorized Representative:      

 

Name and Title of Authorized Representative:      

 

Additional Signature of Holder (if jointly held):      

 

Social Security or Tax Identification Number:      

 

Address of Holder:      

 

     

 

     

 

Full Name of Nominee of Holder:      

 

Address of Nominee of Holder:      

 

     

 

     

 

 

* Must conform in all respects to name of holder as specified on the face of the Warrant.
 

If applicable.


ATTACHMENT B

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                          the right represented by the attached Series [A][B][C] Warrant to purchase         shares of Common Stock of Hansen Medical, Inc., a Delaware corporation (the “Company”), to which the Warrant relates and appoints                      as attorney to transfer said right on the books of the Company with full power of substitution in the premises.

 

Date:    

 

Full Name of Holder*:    

 

Signature of Holder or Authorized Representative:    

 

Name and Title of Authorized Representative:    

 

Additional Signature of Holder (if jointly held):    

 

Address of Holder:    

 

   

 

   

 

Full Name of Transferee:    

 

Address of Transferee:    

 

   

 

   

 

In the presence of:    

 

 

   

 

* Must conform in all respects to name of holder as specified on the face of the Warrant.
 

If applicable.