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Here are some other quotes from the filings...
"The Offer is being made by Galil only for the Shares and Public Warrants and is not made for any warrants of the Company that are not included in the Public Warrants (these other warrants being referred to collectively as the "Non-Public Warrants"). Pursuant to the Merger Agreement, Galil and Merger Sub will negotiate with each holder of a Non-Public Warrant for the termination of such Non-Public Warrants in exchange for the Non-Public Warrant Consideration provided in the Merger Agreement. A condition to the consummation of the Offer is that the Purchaser shall have entered into agreements with the holders of the Non-Public Warrants to terminate such Non-Public Warrants in exchange for the Non-Public Warrant Consideration."
"Proposal: On behalf of Galil Medical Ltd.’s (“Galil’s”) Board of Directors, we would like to make a proposal to acquire 100% of the outstanding equity securities of Perseon (“PRSN”), including shares of common stock, warrants and options, in an all-cash transaction (the “Transaction”) for an aggregate purchase price equal to no more than $10.58 million. The Transaction will involve two steps: a tender offer for all outstanding shares at a purchase price equal to $1.00 per share (the “Purchase Price”) and for all of Perseon’s publicly traded warrants at a purchase price of $0.02 per warrant and for all unregistered warrants for an aggregate purchase price of $538,621, followed by a merger under Section 251(h) of the Delaware General Corporation Law. The tender offer will be subject to conditions, including the valid tender of at least a majority of the outstanding shares and at least 65% of the outstanding publicly traded warrants. This proposal is nonbinding except for the paragraphs below under the headings “Exclusivity,” “Confidentiality” and “Standstill” which represent agreements effective upon your execution of this letter.
This Proposal assumes: 1) there is no debt and no undisclosed liabilities, and that the equity capital structure for Perseon outlined in Annex A is accurate and complete; 2) Perseon’s transaction costs will not exceed $1.75 million; and 3) that all unexercised warrants and options other than the publicly traded warrants will be cancelled or purchased.
Closing Contingencies & Approvals: Following the announcement of the proposed Transaction, closing will likely be subject to several contingencies, including:
1) Galil’s shareholder approval, keeping in mind that Galil’s board members control greater than 95% of Galil’s voting shares;
2) Regulatory and other traditional third-party approvals;
3) Securing of adequate financing by Galil;
4) Receipt by Perseon of a fairness opinion; and
5) No material outstanding lawsuits or appraisal rights claims by Perseon security holders (though Galil can waive this, if necessary)."
"Importantly, we believe from our work with Galil insiders and other interested parties that the financing can be completed within the timeline of preparing the final documents (below)."
Thanks for the link...
Explains a lot.
I am inclined to think the buyout will happen, but it seems the market is thinking it will not...
Considering all the BS from this management in the past years, who could blame them?
So why would I believe?
The deal is contingent on the OTHER company...if it was contingent on PRSN doing something, it would be different.
This management couldn't hit water jumping out of a boat...
:)
LOOKING GREAT THIS WEEK!!! PRSN
Some nice price action today,hopefully the march to 1 dollar has commenced!!!
$PRSN Chart from yesterday – the candles have been working back into the Bollinger Bands after forming above the upper Bb on the 27th – EMA 4 @ 0.56 is the 1st support level to hold – if it breaks EMA 8 @ 0.51 will be on deck – the closing price on Sept. 14th is the key level to hold – declining volume pattern – keep an EYE out for a volume spike – RSI & Fast STO are in the bull zone –
Starting to move a little.
Bingo! Operating capital.
No - I saw it in the article that someone else cited back to me.
Clearly the $26MM covers more than the purchase price of PRSN - maybe they need operating capital to actually market this stuff?
The better question I suppose is where is the 26 million going to come from?I think it gets sold but no guarantee.
Not short. That would be stupid of me. This is literally dependent on Galil raising 26 million. Period. Maybe a good gamble but absolutely not a sure thing.
Don't listen to Mr.Ugly short.This will be sold.Good time to load the boat!!!
Minnesota med-tech company Galil Medical said Tuesday it's reached a deal to buy Perseon Corp. for $10.6 million in a deal that will take the publicly traded Perseon private. But Galil's got some fundraising to do first.
Galil, which makes needles that deliver super-chilled gas to freeze and destroy cancer tumors, said in its announcement that the acquisition of Perseon (Nasdaq: PRSN) is contingent on Galil raising $26 million in new debt and equity. Galil's board of directors and its private equity partners, which include Thomas, McNerney & Partners of Minneapolis, will be investing about $5 million toward that total.
How many times has the bong been hit this morning Genius?
I am not sure where that number comes from.It sounds like something a short is making up.
Where is the $26MM figure coming from? The PR announcing the deal indicates "...Under the terms of the agreement, Galil Medical will pay $1.00 per share in cash, plus $0.02 per warrant for each of the publicly traded warrants, for a total transaction value of approximately $10.6 million. ..."
Why would they make the offer if they were unable to raise the money needed for the transaction?
Why would they make the offer if they were unable to raise the money needed for the transaction?
Well, this is some strange pricing action ... You'd think it'd at least hold a bit for a potential 80-90 pct upside, but I guess folks have little belief that the buyer will be able to raise 26 million. ...
There could be a higher bid that comes in!!!
Why do you sound like a short?!
Oh really? So you know for a fact that Galil raised 26 million dollars? Because that is specifically what needs to happen, per the press release, for this deal to happen. Also says could be a long as q1 2015 but perseon doesn't have enough cash to make it that long. I hope this goes through but it is not a done deal.
Not yet,about now and 1 week.
If that were the case it would be $1 now. Read the press release. This is not a definite buyout, it is contingent on the acquiring company raising $26 million.
Yes a know.Only 1 way and up to 1 dollar
The offer was $1 for common stock
I think buyout in the range 1-1.50
That is not a certainty, read the PR. It is dependent on the other company raising $26 million.
Why would that happen if its being sold for a dollar a share!?
Ugh. Hope buyers step in at lunch like they did yesterday or this thing is going down to where
It was two days ago
* * $PRSN Video Chart 10-27-15 * *
Link to Video - click here to watch the technical chart video
Maxim can just trap shorts to get this over a dollar, such a tiny float
It looked like it stalled, I think I can get a better price. The buyout offer is far from concrete so there is a lot if doubt remaining here.
Why'd you sell if you believe your Maxim theory? I think you're correct ...
Yup, seems to have stalled again but I think that Maxim will run the stock so warrants can Excercise at 1. Guess we will see.
$1 DOLLA HOLLA 1$
Ask is getting pounded, anyone crazy enough to short could squeezed hard
I'm not in yet, these low floaters with good news are always entertaining though
It may. Seems like the rally stalled, I dumped just now at 67 and 68. Might buy back if it dips lower.
Looking good here, looks like entire float will trade today.
PRSN~ ROCK n' ROLL TIME!!!
Trend mid day seems to have shifted up and some nice buys just came they so it's very possible it will close in the .70's but who knows.
any chance of this thing closing in the 70's?
Maxim is not going to want to lose on the warrants which convert at $1 and the offer is only providing .02. They will likely run the stock to get the conversion. Follow the bankers see ADXS
The offer includes .02 per warrant.
As news circulates buyers should step in. The low float makes it easily manipulated. But it's also easy to get stuck and burned in an overnight short position. Depending on where it closes today could see another little gap up tomorrow morning.
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Physicians who need to ablate soft tissue tumors, both malignant and benign, prefer the MicroThermX microwave ablation system because its 915 MHz frequency results in a deeper penetration into the tissue.Physicians get more power and, at the same time, more control when removing tumors in organs such as lung, liver, and kidney.
When larger ablation zones are required physicians rely on the Synchronous Wave Alignment technology of MicroThermX. Using multiple Perseon antenna tips increases the probability of reaching the center of large tumors and creating larger margins to ensure that all of the surrounding cells are eliminated.
Due to the flexibility of the system physicians use MicroThermX in open surgical procedures and percutaneous ablations. It consists of a single generator and amplifier that deliver microwave energy to single or multiple antenna(s).
The system is not intended for use in cardiac procedures. It is contraindicated in patients with pacemakers or other active electronic device implants and in pregnant women.
"With Perseon, you get a much bigger and better burn in a shorter amount of time."
— Dr. Sohail Contractor, Section Chief, Interventional Radiology Rutgers New Jersey Medical School
Microwave coagulation applicator and system patent.
https://www.google.ca/patents/US8414570.
The company owns eight non-expired patents in the United States related to certain components or technology of its ablation and hyperthermia systems. The company has one patent license from Duke University. 11 new U.S. patent applications have been published in the United States, and 1 foreign patent is issued and others are pending. A total of 29 U.S. patents have been issued to the company. Government Regulation The company’s products sold in the United States are subject to the Federal Food, Drug, and Cosmetic Act (FDCA), as implemented and enforced by the FDA. Certain of the company’s products sold in the United States require FDA clearance to market under Section 510(k) of the FDCA. History The company was incorporated under the laws of the state of Utah in 1978 and was reincorporated in the state of Delaware in 1986. It was formerly known as BSD Medical Corporation and changed its name to Perseon Corporation in 2015.
Perseon CEO Carnell on righting the ship in medtech: http://www.massdevice.com/perseon-ceo-carnell-on-righting-the-ship-in-medtech/
AUGUST 20, 2015 BY FINK DENSFORD
"Perseon LogoPerseon (NSDQ:PRSN), previously known as BSD Medical, has gone through some significant changes in the past year – renamed, rebranded, and divested of assets. At the helm for these changes is Clint Carnell, former CEO of MyoScience, advisor to Covidienand veep of sales at Bausch & Lomb’s surgical division.
Carnell has been in the medical device industry for more than 20 years, and spoke to MassDevice.com about his transition to Perseon earlier this year, how he’s helping the company turn around and how and why he operates within the medical device industry.
Perseon's Clint Carnell
Carnell “There’s nothing like being in medical devices – you’re working on something with smart people, engineers, scientists, physicians. You’re really solving complex problems, you’re developing products that are quite sophisticated and applying them to life saving benefits,” Carnell told MassDevice.com in an interview.
When he joined Perseon, Carnell said the company needed help. It had an incredibly useful device in its microwave ablation technology, but was burdened and on a sliding trajectory.
“I’m comfortable coming into companies that have had troubles – identifying problems, creating critical solutions and hiring and inspiring a team to fix them,” Carnell said.
He did just that, taking steps to divest the company of its hyperthermia devision, reshaped the board and leadership teams and tried to focus the company on commercializing what he saw as a device that could become a standard of care in the field.
Perseon’s flagship product is the MicroThermX, a microwave ablation system used to ablate soft tissue tumors. The device can be used in percutaneous or open surgical procedures, and received expanded 510(k) clearance earlier this year for laproscopic ablation procedures using image guidance.
The novel product is used to treat cancer, which Carnell said only reinforced the importance of what he does and why he stays in the medical device industry.
“In the case of Perseon, I don’t think there’s a more noble cause than going to work every day trying to fight one of humanity’s worst diseases, and that’s cancer. You never go into business, necessarily, for that reason as a CEO, but it sure is nice to do when you walk through the door and you know that everyone on your team will deliver a product and a service that benefits patients worldwide and puts doctors in a hero’s position,” Carnell said.
Carnell also took steps to shift the culture of the company, changing out 75% of the leadership team and half of the board. This year, Perseonissued guidance for sales of $3.5 million to $5 million, with gross margins of 65% to 75%.
Even with the hard work to reshape it, the company has had a rocky path. Earlier this month, it flirted with delisting by Nasdaq, but managed to bring in enough interest from investors to raise $4.3 million to avoid the jam.
Carnell said the road ahead wouldn’t be simple, for Perseon or any microcap medical device firm. Navigating FDA requirements takes longer, and issues with reimbursements are harder to handle than before, but he said he’s still optimistic.
“I just think it’s a fascinating area to work in. From my standpoint, these are just table stakes if you’re going to run a medical device company – learning how to put a good team together, a good strategy and learning how to overcome the necessary nuances of running a medical device company,” Carnell said.
Carnell said he hopes to expand Perseon’s microwave ablation technology from its current indication for stage 4 treatments to cover all stages. He claims the energy-based ablation is superior to radiofrequency, cryo and other forms of ablation that exist on the market today and is more affordable than the competition.
“Energy ablation, particularly microwave, is really an incredibly powerful tool in helping physicians fight cancer. I think what you’ll see from us and others is expansion into new organs, tumors and a blue sky opportunity to give them better treatment than anyone recognizes. In 5 years, if we’re doing a follow up with MassDevice, it’ll be a no-brainer that physicians go to microwave quickly, and see it as the safe and effective tool it is,” Carnell said.
And though it’s been a lot of hard work, according to Carnell, he’s enjoyed being at the reins for the company’s turnaround.
“It’s been a lot of fun, helping to reshape the company and finally putting it in a position to take advantage of the growth opportunity in front of us,” Carnell said".
What really Caught my eye,there is no other Biotech company trading under $5m Cap that FDA granted the company to market it's one-of-a-kind product and they marketing it right now.not to mention the huge increase on sales growing rate per last 10Q(sales increased 117%)..Get ready for AQXP 's type move.imo
The cheapest biotech NASDAQ company,but still solid, Especially after recent developments:
per 10Q: Assets/debt ratio about 2-solid. this is before recent offering."In connection with the closing of the Company’s registered offering of common stock and warrants on August 4, 2015, the Company received net proceeds of approximately $4.3 million".The Company believes that with the addition of these net proceeds it is now in compliance with the Stockholders' Equity Rule as of the date of this Current Report on Form 8-K. way over the minimum required($2.5m) by Listing Rule 5550(b)(1).
Based on Risks/Rewards, i find this very interesting due to the very low and rare cap,The MicroThermX® sales growing rate(117%!,check below the numbers) and the fact that "The U.S. Food and Drug Administration (FDA) granted the company a 510(k) clearance to market the MicroThermX for ablation of soft tissue".
The company owns eight non-expired patents in the United States related to certain components or technology of its ablation and hyperthermia systems. The company has one patent license from Duke University. 11 new U.S. patent applications have been published in theUnited States, and 1 foreign patent is issued and others are pending. A total of 29 U.S. patents have been issued to the company.Government Regulation The company’s products sold in the United States are subject to the Federal Food, Drug, and Cosmetic Act (FDCA), as implemented and enforced by the FDA. Certain of the company’s products sold in the United States require FDA clearance to market under Section 510(k) of the FDCA. History The company was incorporated under the laws of the state of Utah in 1978 and was reincorporated in the state of Delaware in 1986. It was formerly known as BSD Medical Corporation and changed its name to Perseon Corporation in 2015.
Mr. Carnell brings a successful 20+year track record of building companies and creating shareholder value. He recently served as an advisor to Covidien as executive in residence. From 2011-2014 he was President, Chief Executive and Chairman of myoscience, inc., a silicon valley based medical device company specializing in using cold to treat peripheral nerve conditions in pain and aesthetics. From 2005-2011, Clint was a key member of the executive team responsible for the turnaround of Thermage, Inc. including a successful IPO and responsibility for the integration of Reliant to create Solta Medical, Inc. as Chief Operating Officer. Solta later sold to Valeant Pharmaceuticals for 280 million dollars. Clint holds a Bachelor of Arts degree from Duke University.
Mr. Barth has decades of experience managing all aspects of the financial responsibilities of private and public medical device and biotech companies. Upon joining Perseon in 2013 he assumed the roles of Chief Financial Officer and Corporate Secretary. Throughout his career he played critical roles in completing several equity, debt, and merger transactions. Bill earned a Bachelor of Science in Accounting from Weber State University.
In 2015 Mr. Beckham joined Perseon as Vice President of Global Sales after accomplished careers with Solta Medical as Vice President of Sales, Americas and with Lifecore Biomedical as Vice President, Sales and Marketing. He has spent more than twenty years working with physicians to integrate new technologies into their practices. His sales leadership acumen and discipline situate our global teams to tout energy ablation. Ben received his BBA in Marketing from University of North Texas.
Perseon appointed Ms. Hoglin as Vice President ofGlobal Marketing in 2015 to capitalize on her marketing skills and medical device knowledge from years of experience with companies such as Edwards Lifesciences, CR Bard, Myriad Genetics, and 3M. She integrates voice of customer and market to all aspects of strategy development, product development, and commercialization.Jennifer earned a BA in Anthropology from TheColorado College and later an MBA from Olin School of Business at Washington University in St. Louis.
Brian A. Meltzer, M.D. joined Perseon in 2015 as Chief Medical Officer and Vice President of Business Development. His clinical knowledge from his years at Memorial Sloan-Kettering Cancer Center as well as his business experience in strategic innovation and new growth opportunities with Purdue Pharma, Johnson & Johnson, and Janssen Healthcare Innovation provide a nice combination that contribute to Perseon being the leader in energy ablation. Brian completed his internship and residency with Internal Medicine, and fellowship in gastroenterology at New York Hospital-Cornell Medical Center. He holds an MBA in Health Care Administration from Baruch College, City University of New York; an M.D. in Medicine from State University of New York Upstate Medical University; and a B.S. in Biomedical Science from City University of New York.
Mr. Turnlund was appointed Vice President of Research & Development in 2015. His career of over 25 years of experience with both medical device start-ups and Fortune 500 companies gives him the knowledge and respect to lead engineering teams in translating customer and market needs into marketable devices. Todd earned an undergraduate degree in Mechanical Engineering from University of California at Santa Barbara. Later, he earned an MBA from Santa Clara University.
Buy(P) / Sell(S) | P/S date | Filed Date | Company | Symbol | Insider | Relationship | Share Amt. | Unit Price | Total Proceeds | Shares Owned | Return(1m) | Details |
P | 2015-08-04 | 2015-08-05 18:29:03 | Perseon Corp | PRSN | Turnlund Todd | officer (VP Engineering) | 50,000 | $0.88 | $44,000.00 | 50,000 | N/A | view |
P | 2015-08-04 | 2015-08-05 18:16:31 | Perseon Corp | PRSN | VITULLI PETER | director | 58,000 | $0.88 | $51,040.00 | 58,188 | N/A | view |
P | 2015-08-04 | 2015-08-05 18:12:48 | Perseon Corp | PRSN | STEWART STEVEN G | director | 5,000 | $0.88 | $4,400.00 | 27,572 | N/A | view |
P | 2015-08-04 | 2015-08-05 18:11:33 | Perseon Corp | PRSN | McQuay Timothy C | director | 12,000 | $0.88 | $10,560.00 | 33,910 | N/A | view |
P | 2015-08-04 | 2015-08-05 18:10:05 | Perseon Corp | PRSN | Meltzer Brian A. | officer (Chief Medical Officer) | 1,000 | $0.88 | $880.00 | 1,000 | N/A | view |
P | 2015-08-04 | 2015-08-05 18:07:59 | Perseon Corp | PRSN | Carnell Clint | CEO | 29,000 | $0.88 | $25,520.00 | 29,000 | N/A | view |
View Transactions for Insiders & Institutional Holders Value shown is computed using the security's price on the report date given. Currency in USD. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
jhoglin@perseonmedical.com
1+(801)972-5555
On April 11, 2015 I posted my blog for the first time. We had just set up the office in a portion of the old BSD Medical building and we seem to be moving at the speed of light. It was our first week in business and I complained about the lack of staplers.
Start-ups are awesome.
Pyrexar Medical was formed to take on the fight against cancer. We purchased the Hyperthermia product line from BSD Medical in April 2015. Our plan is to support the existing BSD-500 and BSD-2000 customers, continue to make product improvements, support the growth of Thermal Oncology and spread the word about this amazing cancer therapy.
33 years experience designing and building hyperthermia products for Oncology departments, research organizations and leading universities.
Level 1 Clinical evidence that demonstrates howHyperthermia makes a significant increase in cancer response rates.
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