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Note 14. Subsequent Events
9 Months Ended
Sep. 30, 2015
Notes  
Note 14. Subsequent Events

Note 14.  Subsequent Events

           

            On October 26, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Galil Medical, Inc., a Delaware corporation (“Galil”), and Galil Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Galil (“Merger Sub”), pursuant to which Merger Sub will, on the terms and subject to the conditions set forth therein, conduct a tender offer for (i) all of the Company’s outstanding Common Stock and (ii) warrants to purchase common stock traded on NASDAQ (the “Public Warrants” and, together with the Common Stock, the “Securities”) and then merge with and into the Company.

 

            Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will commence a tender offer (the “Offer”) no later than November 5, 2015 to acquire (i) all outstanding shares of Common Stock at a purchase price of $1.00 per share (the “Shares Offer Price”) and (ii) all outstanding Public Warrants at a purchase price of $0.02 per Public Warrant (the “Public Warrants Offer Price”), with each payment in cash without interest, subject to any deduction or withholding of taxes required by applicable law. The Merger Agreement further provides that upon the terms and subject to the conditions set forth therein, following completion of the Offer, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Galil (the “Merger”). The Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. In the Merger, each (i) outstanding share of Common Stock (other than shares of Common Stock held by the Company, Galil, Merger Sub or any of their respective subsidiaries or held by stockholders who are entitled to demand, and who properly demand, appraisal rights under Delaware law) and (ii) Public Warrant (other than Public Warrants held by the Company, Galil, Merger Sub or any of their respective subsidiaries), will be converted into the right to receive cash in an amount equal to the Shares Offer Price and Public Warrants Offer Price, respectively, without interest.

 

As of September 30, 2015, we had cash and cash equivalents of $3,026,606, and total current assets of $4,728,975.  This includes the proceeds from our August 2015 follow-on public offering in which we raised $4,304,029 after expenses.  We believe these cash resources will only be sufficient to sustain our operations for up to four months from September 30, 2015 without substantial cost cutting to a level that would include fewer sales resources and compliance levels of staffing and activities across the Company.  In addition, we have been advised by our financial advisors that our prospects of raising additional equity on acceptable terms are not likely favorable.  Further, to become profitable we would need to significantly increase the revenues we receive from sales of our MicroThermX products and substantially reduce expenses.  We do not expect that sales of MicroThermX products will increase sufficiently to cover our total costs of operations before the time we run out of cash and cash equivalents.  Substantially reducing costs may impair our ability to increase revenue.  Accordingly, we have entered into the Merger Agreement with Galil and Merger Sub, pursuant to which Merger Sub will tender for our outstanding shares of Common Stock followed by the Merger, which we believe will provide the best value for our stockholders.

 

If we are unable to consummate the Merger or otherwise raise sufficient additional funds, we will need to significantly reduce our expenses, and evaluate other strategic alternatives, including collaborative arrangements, partnerships, or sales of assets, to allow us to continue operations.  However, significantly reducing our expenses would negatively affect our efforts to expand our marketing and sales presence, our research and development programs, and our ability to hire and retain qualified personnel.  Collaborative arrangements and partnerships may not be available to us and sales of assets may not generate sufficient cash to sustain our operations.  Consequently, we may not be able to continue our operations.