UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF
1934
Date of report (Date of earliest event
reported): November
19,
2010
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Bacterin International Holdings,
Inc.
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(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of
Incorporation)
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333-158426
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20-5313323
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(Commission File
Number)
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(IRS Employer Identification
No.)
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600 Cruiser Lane
Belgrade, Montana
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59714
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(Address of Principal Executive
Offices)
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(Zip
Code)
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(406)
388-0480
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(Registrant’s Telephone Number, Including Area
Code)
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(Former Name or Former Address, if
Changed Since Last Report)
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Check the appropriate box below if
the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 2.03.
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT.
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Creation
of a Direct Financial Obligation
On
November 19, 2010, the Company entered into financing arrangement with two
subsidiaries of Western Technology Investment (“WTI”), whereby WTI, through its
subsidiaries, agreed to provide a credit facility which allows the Company to
draw down $2.5 million initially, and gives the Company the ability to draw down
an additional $2.5 million through April 30, 2011 provided the Company has
achieved 90% of performance based milestones for the next two
quarters. In addition, upon the mutual agreement of Bacterin and WTI,
WTI has agreed to an additional commitment through December 31, 2011 of up to
25% of the next new round of equity financing or up to $3.0
million. The credit facility is secured by the Company’s personal
property and carries an all-in interest rate of 12.5%. Repayment of
the initial $2.5 million will be interest only for the first six months, with
principal and interest for the subsequent 30 months. The WTI facility
also allows the company to obtain separate accounts receivable
financing. In connection with the financing, WTI also received
warrants to purchase shares of the Company’s common stock, as described in Item
3.02 below.
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ITEM 3.02.
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Unregistered
Sales of Equity Securities
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Issuance
of Warrants
In
connection with the WTI financing described in Item 2.03 above, WTI received
warrants to purchase up to 375,000 shares of the Company’s common
stock. The warrants have an exercise price of the lower of $4.00 per
share or the price at which shares of the Company’s stock are sold in the next
qualified financing, if applicable prior to the date of exercise. The
WTI warrants expire on April 30, 2018. WTI also has the right to
receive additional warrants to purchase 125,000 shares of the Company’s common
stock at the same exercise price if the Company draws down the second $2.5
million tranche of the facility.
Separately,
the Company also issued warrants to purchase a total of 429,629 shares of the
Company’s common stock (the “New Warrants”) to a limited group of existing
investors who exercised existing warrants. The New Warrants have an
exercise price of $4.00 per share and expire on the fifth anniversary of the
date of issuance. The Company received a total of $980,000 from the
cash payments of the exercise price of the existing warrants.
2
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Item 7.01.
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Regulation
FD Disclosure.
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A copy of
the press release announcing the matters described in Items 2.03 and 3.02 above
is attached as Exhibit 99.1 and incorporated herein. The information
in this Item 7.01 and the document attached as Exhibit 99.1 are being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to
the liabilities of that section, nor incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No
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Description
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99.1
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Press
Release of Bacterin International Holdings, Inc., dated November 22, 2010
entitled “Bacterin International Secures up to $9 million of Potential $14
million of Financing”
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3
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: November 22, 2010 | BACTERIN INTERNATIONAL HOLDINGS, INC. | ||
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By:
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/s/ Guy S. Cook | |
| Name: | Guy S. Cook | ||
| Title: | President and Chief Executive Officer | ||
4
Bacterin International Secures Up To $9 million of Potential
$14 million of Financing
BELGRADE, MT,
– November 22, 2010 – Bacterin
International Holdings, Inc. (OTCBB: BIHI) (“Bacterin”), a creator and developer of
revolutionary bone graft material and anti-infective coatings for medical
applications, today announced that it has secured an asset based lending
facility of up to $8.0 million from Western Technology Investment, and has
received approximately $980,000 through the exercise of warrants for a total of
approximately $9 million potentially available for the Company’s
use. In addition, Bacterin announced that it has received a financing
proposal which provides up to $5 million in potential borrowings through an
accounts receivable line of credit with Bridge Bank, based in San Jose,
California
Western
Technology Investment (“WTI”), through two of its subsidiaries, will provide a
facility of up to $8.0 million to Bacterin. WTI, founded in 1980, is
the oldest and largest independent venture debt firm. WTI specializes
in technology, healthcare and cleantech emerging growth companies and has
provided capital to companies such as Brocade, Facebook, Google, IDEC
Pharmaceuticals, Juniper Networks, and numerous others. Under the
terms of the WTI growth capital financing, Bacterin is permitted to draw down
$2.5 million immediately with an additional $2.5 million available through April
30, 2011, provided Bacterin has achieved 90 percent of performance based
milestones for the next two quarters. In addition, subject to mutual
agreement, WTI will make available an additional commitment through December 31,
2011 of up to 25 percent should there be a next new round of equity financing,
or up to $3.0 million. The facility is secured by the Company’s
assets. The Bridge Bank financing proposal is contingent upon the
receipt of final credit approval from Bridge Bank as well as definitive
documentation. The Company hopes to close on the facility within the
next 30 days.
The
Company also announced that it has issued new warrants to a limited number of
existing investors who exercised existing warrants. Cash payments of
the exercise price of the existing warrants provided the Company with an
additional $980,000 of available funds. The new warrants have an
exercise price of $4.00 per share and expire on the fifth anniversary of the
date of issuance.
Middlebury
Securities, LLC, a wholly owned subsidiary of Middlebury Group, LLC acted as
placement agent in connection with the financing.
Commenting
on the financings, Guy Cook, said, “This financing not only carries our Company
to EBITDA profitability, but puts us on the course to carry out our current
growth plans into the foreseeable future. We have provided revenue
guidance of $15 to $17 million for 2010 with an increase to $52 to $57 million
in 2011. We believe this growth is achievable with our current
commercialized product line in concert with our current financing
plan.”
Investor
Contact:
Yvonne L.
Zappulla
Managing
Director
Grannus
Financial Advisors, Inc.
212-681-4108
Yvonne@GrannusFinancial.com
or
John
Gandolfo
Chief
Financial Officer
Bacterin
International Holdings, Inc.
406-388-0480
Jgandolfo@bacterin.com
About
Bacterin International Holdings, Inc.
Bacterin
International Holdings, Inc. (“the “Company” or “Bacterin”)
develops, manufactures and markets biologics products to domestic and
international markets. Bacterin’s proprietary methods optimize the
growth factors in human allografts to create the ideal stem cell scaffold and
promote bone and other tissue growth. These products are used in a
variety of applications including enhancing fusion in spine surgery, relief of
back pain with a facet joint stabilization, promotion of bone growth in foot and
ankle surgery, promotion of skull healing following neurosurgery and cartilage
regeneration in knee and other joint surgeries.
Bacterin’s
Medical Device division develops anti-microbial coatings based upon proprietary
coating technologies. Bacterin develops, employs, and licenses bioactive
coatings for various medical device applications. Bacterin’s
strategic coating initiatives include antimicrobial coatings designed to inhibit
biofilm formation and microbial contamination on medical devices’ drug delivery,
local (as opposed to systemic) pain management, and anti-thrombotic factors for
medical device applications. Headquartered in Belgrade, Montana,
Bacterin operates a 32,000 square foot., state-of-the-art, fully compliant and
FDA registered facility, equipped with five "Class 100" clean
rooms. For further information please visit
www.bacterin.com
This
news release contains certain disclosures that may be deemed forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that are subject to significant risks and uncertainties. Forward-looking
statements include statements that are predictive in nature, that depend upon or
refer to future events or conditions, or that include words such as "continue,"
"efforts," "expects," "anticipates," "intends," "plans," "believes,"
"estimates," "projects," "forecasts," "strategy," "will," "goal," "target,"
"prospects," "potential," "optimistic," "confident," "likely," "probable" or
similar expressions or the negative thereof. These forward-looking statements
are based on current expectations or beliefs and include, but are not limited
to, statements about the Company’s earnings and its expectations for
the future due to among other things, the
anticipated efforts of its sales force. Statements of historical fact
also may be deemed to be forward-looking statements. We caution that these
statements by their nature involve risks and uncertainties, and actual results
may differ materially depending on a variety of important factors, including,
among others: the Company's ability to meet its obligations under existing and
anticipated contractual obligations; the Company's ability to develop, market,
sell and distribute desirable applications, products and services and to protect
its intellectual property; the ability and willingness of third-party
manufacturers to timely and cost-effectively fulfill orders from the Company;
the ability of the Company's customers to pay and the timeliness of such
payments, particularly during recessionary periods; the Company's ability to
obtain financing as and when needed; changes in consumer demands and
preferences; the Company's ability to attract and retain management and
employees with appropriate skills and expertise; the impact of changes in
market, legal and regulatory conditions and in the applicable business
environment, including actions of competitors; and other factors. The Company
undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events, except as required
by law.