Seeking Alpha

Sunshine Heart files for secondary offering

  • Sunshine Heart (SSH) files an S-3 for a $100M shelf offering plus the registration of 1.5M shares for sale by certain shareholders.
  • The offering may include common and preferred stock, warrants and/or debt.
  • Proceeds to be used for general corporate purposes.
Comments (16)
  • coolhand79
    , contributor
    Comments (350) | Send Message
     
    Time for David Rosa to speak candidly with his shareholders.
    24 Mar, 11:01 AM Reply Like
  • conspiracy_theory
    , contributor
    Comments (200) | Send Message
     
    I can't believe the crap the longs post here.

     

    "JosephAZ: SSH does NOT INTEND to raise cash in the immediate future, and SSH DID NOT ANNOUNCE A SECONDARY OFFERING."

     

    "coolhand79: SSH does NOT INTEND to raise cash in the immediate future, and SSH DID NOT ANNOUNCE A SECONDARY OFFERING."

     

    So Cowan just spent $100,000 on lawyers for nothing?

     

    "This has been confirmed by David Rosa."

     

    Really? You called him up and he told you that? Is there a public statement anywhere you can link to where Rosa says Cowan ISN'T going to sell the stock they just authorized Cowan to sell? Or are we just supposed to believe that he gave you material, non-public information in a phone call so you could post it here?

     

    Are leaks of material, non-public information to Seeking Alpha commentators the new way the company is going to officially communicate with shareholders from now on?

     

    You guys are frickin' dillusional.
    28 Mar, 04:17 PM Reply Like
  • Scrying Biotech
    , contributor
    Comments (1691) | Send Message
     
    CT ~ I do find it interesting that those who are most vocal in criticizing the methodology of my process without any real knowledge of it, also seem to know so much about the methods and motivations of David Rosa without knowing him.

     

    My advise: Know thyself and shut the front door.
    28 Mar, 04:26 PM Reply Like
  • coolhand79
    , contributor
    Comments (350) | Send Message
     
    It was indeed confirmed by David Rosa in an e-mail. Or you could call IR and hear the same thing.

     

    It's a shelf-registration, not an IPO. SSH already had a shelf-registration in place since they entered the US stock market... and they never used a dime of it.

     

    Do your own research, make calls, send e-mails and then talk.
    29 Mar, 06:51 AM Reply Like
  • JosephAZ
    , contributor
    Comments (76) | Send Message
     
    Hey CT. Yes, David Rosa shared that information by email. SSH's Investor Relations also confirmed the same information, which is to say that there are no immediate plans to issue any further shares.

     

    I am pretty sure one of us is "dilusional", although I think you mean "delusional". More likely, one of us is merely speculating wildly while trying to sound like you know what you're talking about.

     

    And it ain't me.
    29 Mar, 04:14 PM Reply Like
  • Scrying Biotech
    , contributor
    Comments (1691) | Send Message
     
    Foretell the Future
    24 Mar, 02:09 PM Reply Like
  • jppoczatek
    , contributor
    Comments (81) | Send Message
     
    No kidding, he made it sound like there was plenty of cash to make it through the US trial. Why the need for a second offering all of the sudden. I am keeping it for the long haul but very nerve racking seeing my investment drop so much lately.
    24 Mar, 02:21 PM Reply Like
  • JosephAZ
    , contributor
    Comments (76) | Send Message
     
    This is very confusing to me (and I'm sure I'm not alone).

     

    The silence from management is making it very hard to be long SSH. I honestly can't make sense of the SEC documents, which are open to some interpretation - and could potentially be strikingly negative for shareholders (maybe, possibly, maybe not).

     

    I think that whatever the company is up to, it will turn out to be a smart move. But this kind of uncertainty is NOT what I wanted when I put my faith and money into this company.

     

    I want some kind of explanation of what they're up to.
    24 Mar, 02:39 PM Reply Like
  • JosephAZ
    , contributor
    Comments (76) | Send Message
     
    According to CEO David Rosa, SSH has NO intention of raising cash at this time. This was a shelf registration to replace an older shelf registration. All it means is SSH has the ability to make a secondary offering if and when it feels conditions merit such an offering. Which is smart.

     

    Again: SSH does NOT INTEND to raise cash in the immediate future, and SSH DID NOT ANNOUNCE A SECONDARY OFFERING.
    24 Mar, 03:36 PM Reply Like
  • JosephAZ
    , contributor
    Comments (76) | Send Message
     
    This particular headline was about as misleading and incomplete as anything I've seen on SA.

     

    And that's saying something.
    24 Mar, 03:44 PM Reply Like
  • coolhand79
    , contributor
    Comments (350) | Send Message
     
    I can corroborate what Joseph says:

     

    SSH does NOT INTEND to raise cash in the immediate future, and SSH DID NOT ANNOUNCE A SECONDARY OFFERING.

     

    This has been confirmed by David Rosa.

     

    Does seeking alpha have an editor, and if so where the hell are they? No wonder they recently had a lawsuit filed against them, it's a minefield here.
    24 Mar, 07:51 PM Reply Like
  • Robert Honeywill
    , contributor
    Comments (479) | Send Message
     
    Here is a reply I gave to Joseph in the comments section of my article seekingalpha.com/artic... which will hopefully better inform readers -

     

    Hi Joseph
    I think you can rest assured the company has no intention of raising capital at the current share price. There is no need as the company presently has sufficient cash for at least 18 months or longer.

     

    The “Base Prospectus” just lodged is merely replacing the existing “Base Prospectus” registered on April 5, 2013 because the earlier prospectus is now “stale”.

     

    The registration of a “Base Prospectus” allows the company to more quickly obtain approval of a “Supplementary Prospectus” whenever there is an opportunity to raise capital at a time when the share price is high.

     

    I set out below what actually happened in 2013 to give you a better understanding of the process -

     

    Back in March 2013 the company filed for registration of a “Base Prospectus” to raise up to $75 million in capital (see 1.usa.gov/1oMzIgc ).

     

    At the time the registration of this “Base Prospectus” became effective on 5 April, 2013 the SSH closing share price was $6.10 (very near to Friday March 21 close of $6.01).

     

    But SSH did not act on this 5 April “Base Prospectus” until it lodged the “Supplementary Prospectus” ~6 months later on 18 September, 2013 and raised capital at $10.50 per share (see 1.usa.gov/1oMzIge ).

     

    I expect to see a similar pattern for capital raising under this new “Base Prospectus” currently being registered (see 1.usa.gov/1oMzIwt ) with the company positioning itself to opportunistically raise capital at times of a significant spike upwards in the share price.

     

    It is likely we will need to see improved enrollment rates before any significant increase in share price. But I remain confident enrollment rates will improve and the company has plenty of cash to keep going until this is achieved and well beyond.

     

    Kind regards, Robert

     

    P.S. If you wish to cut and paste the above reply on Yahoo SSH board that might be a good service to other concerned SSH shareholders reading that board.
    24 Mar, 08:10 PM Reply Like
  • JosephAZ
    , contributor
    Comments (76) | Send Message
     
    Exactly, Robert. I was not worried at all, until I read this "breaking news" on SA. Seemed like a new development, but it's totally a non-event.

     

    I guess the lesson is... don't believe everything you read.
    24 Mar, 10:53 PM Reply Like
  • Robert Honeywill
    , contributor
    Comments (479) | Send Message
     
    And the question of the "selling shareholders" also needs to be set straight -

     

    Presumably readers might also be worried about the provision for “selling shareholders” to sell their shares in the company because this might seem to be to aid certain existing investors who have lost confidence and wish to exit the company.
    I see that tanto_man on the Yahoo board posts, “Sunshine Heart (SSH) Files $100M Mixed Shelf; 1.5M Common for Shareholders. I wonder who the selling shareholders are?”

     

    tanto_man appears to have either not read or not understood the prospectus (available at http://1.usa.gov/NLWI15... ) which states -

     

    “This prospectus also covers the resale by selling stockholders of up to an aggregate of 1,513,006 shares of our common stock issued or issuable upon the exercise of options and warrants previously issued. We will not receive proceeds from the sale of shares of our common stock by the selling stockholders. We may receive proceeds from the exercise of the options and warrants whose underlying shares of common stock are covered by this prospectus.”

     

    Most of the 1,513,006 shares are in respect of warrants issued in 2010, exercisable at $6.40 in December 2014 which will raise approximately $7.7M for SSH as I have explained in earlier articles (see Table 3 in seekingalpha.com/artic... . )

     

    I think it is helpful to understand that these warrants were issued in 2010 long before SSH migrated from the Australian ASX to listing on the NASDAQ.
    When the migration took place SSH offered Australian shareholders (who did not have access to trading on the NASDAQ or did not wish to hold international securities) a sale facility.
    Most of the $7.7M in warrants exercisable in December 2014 would be held by Australian shareholders and the present sale facility for these warrants is merely an extension of that earlier sale facility provided for the convenience of those shareholders. They do not have to use it but if they do not wish to hold the shares after exercise of the warrants this makes the process much easier and potentially less costly for them.

     

    I am just staggered by the amount of arrant nonsense and misinformation that is posted about SSH.
    Kind regards, Robert
    24 Mar, 08:15 PM Reply Like
  • snatch
    , contributor
    Comments (3) | Send Message
     
    the companys needs some good news, the misinformation starten to take its toll.with that said juging by milstones this companys grossly undervalued. compared to other medical device companys, slow enrollment or not.
    26 Mar, 01:14 PM Reply Like
  • coolhand79
    , contributor
    Comments (350) | Send Message
     
    Agreed, and as I mention like a broken-record, these enrollments are for getting the C-Pulse into the US market. The US market makes up only 30% of SSH's projected market. So I think the concerns over this FDA trial are skewing the argument far too much.
    27 Mar, 10:15 AM Reply Like
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