SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Final Amendment)
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SKYLINE MEDICAL INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Series A Warrants
(Title of Class of Securities)
Series A Warrants: 83084T 127
(CUSIP Number of Class of Securities)
Joshua Kornberg
Chief Executive Officer, President and Interim Chairman of the Board
Skyline Medical Inc.
2915 Commers Drive, Suite 900
Eagan, Minnesota 55121
(651) 389-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with copies to:
|
Martin R. Rosenbaum, Esq. Leah Fleck, Esq. Maslon LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Tel: 612-672-8200 Fax: 612-672-8397 |
Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Tel: 212-451-2300 Fax: 212-451-2222 |
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** |
| $8,847,447.84 | $890.94 |
* Estimated for purposes of calculating the amount of the filing fee only. Skyline Medical Inc. (the “Company”) is offering holders of the Company’s outstanding Series A Warrants for Series B Warrants. The amount of the filing fee assumes that all outstanding Series A Warrants, which could be exercised into 42,130,704 shares of common stock. The transaction value was determined by using the average of the high and low reported sales prices of the Company’s common stock underlying the Series A Warrants, as reported on The NASDAQ Capital Market on March 23, 2016, which was $0.21.
** $890.94 previously paid.
☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: $890.94 | Filing Party: Skyline Medical Inc. | |
| Form of Registration No.: Schedule TO | Date Filed: March 24, 2016 | |
| File No. 00586172 |
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
SCHEDULE TO
This Final Amendment (this “Final Amendment”) relates to the Tender Offer Statement on Schedule TO (this “Schedule TO”) originally filed by Skyline Medical Inc., a Delaware corporation (“Skyline” or the “Company”) on March 24, 2016, and as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on March 25, 2016. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Schedule TO.
This Schedule TO, as amended, relates to the offer by the Company to all holders of the Company’s outstanding Series A Warrants (the “Series A Warrants”). The Company offered to exchange Series B Warrants (the “Series B Warrants”) to purchase shares of our common stock, par value $0.01 per share (the “Warrant Shares”), for up to an aggregate of 3,157,186 outstanding Series A Warrants. Each Series A Warrant can be exercised for one share of common stock at $4.95 per share or on a cashless basis for a variable number of shares, with the ratio depending in part on the market value of our common stock. On March 16, 2016, each Series A Warrant could be exercised on a cashless basis for 10.06 shares of common stock. For each outstanding Series A Warrant tendered by holders, we will issue 10.2 Series B Warrants, which are subject to cashless exercise at a fixed rate of one share of common stock per Series B Warrant (subject to further adjustment for stock splits, etc.).
This Final Amendment is being filed to report the results of the Offer and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Exchange Act of 1934, as amended.
Items 1 through 11.
Items 1 through 11 of the Schedule TO and the portions of the Offer Letter referred to in such Items are hereby amended and supplemented by the following:
The Offer expired at midnight, Eastern time, on April 21, 2016. Pursuant to the Offer, Series A Warrants to purchase 58,136,148 shares of the Company’s common stock were tendered by holders of Series A Warrants. The Company will promptly deliver 18,059,671 Series B Warrants to the holders of Series A Warrants tendered in the Offer.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented by adding the following exhibit:
| Exhibit Number |
Description | |
| (a)(5)(D) | Press Release dated April 25, 2016. |
Item 13. Information Required by Schedule 13e-3.
Not applicable.
SIGNATURE
After due 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.
| SKYLINE MEDICAL INC. | ||
| By: | /s/ Joshua Kornberg | |
| Joshua Kornberg | ||
| Chief Executive Officer | ||
Date: April 25, 2016
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| (a)(1)(A) | Offer Letter dated March 25, 2016. | |
| (a)(1)(B) | Letter of Transmittal. | |
| (a)(1)(C) | Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. | |
| (a)(1)(D) | Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients. | |
| (a)(5)(A) | The Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2016, incorporated herein by reference. | |
| (a)(5)(B) | Press Release dated March 11, 2016 filed on March 11, 2016 as Exhibit 99.1 to our Current Report on Form 8-K and incorporated herein by reference. | |
| (a)(5)(C) | Press Release dated March 25, 2016. | |
| (a)(5)(D) | Press Release dated April 25, 2016. | |
|
(b) (c) |
Not applicable. Not applicable. | |
| (d)(1) | Form of Series A Warrant Agency Agreement by and between Skyline Medical Inc. and Corporate Stock Transfer, Inc. and Form of Warrant Certificate filed on August 20, 2015 as an exhibit to our Registration Statement on Form S-1 (File No. 333-198962) and incorporated herein by reference. | |
| (d)(2) | Specimen certificate evidencing shares of Common Stock filed on July 20, 2015 as an exhibit to our Registration Statement on Form S-1 (File No. 333-198962) and incorporated herein by reference. | |
| (d)(3) | Form of Series A Warrant Certificate (included as part of Exhibit (d)(1)). | |
| (d)(4) | Form of New Warrant Agency Agreement by and between Skyline Medical Inc. and Form of Warrant Certificate for Series B Warrant filed on March 25, 2016 as Exhibit 4.19 to our Registration Statement on Form S-4 and incorporated herein by reference. | |
| (d)(5) | Form of Series B Certificate filed on March 25, 2016 in Exhibit 4.19 to our Registration Statement on Form S-4 and incorporated herein by reference. | |
| (g) | Not applicable. | |
| (h) | Not applicable. |
EXHIBIT (a)(5)(D)
Skyline Medical Completes Warrant Exchange Offer
Approximately 99.7% of Remaining Series A Warrants Eliminated
MINNEAPOLIS, April 25, 2016 (GLOBE NEWSWIRE) -- Skyline Medical Inc. (NASDAQ:SKLN) today announced that it has completed its registered exchange offer (the “Exchange Offer”), through which the Company will issue new Series B Warrants in exchange for its Series A Warrants (the “Series A Warrants”) that were tendered at the expiration of the Offer to Exchange on April 21, 2016 at midnight Eastern Time. The Company will issue 18,059,671 new Series B Warrants in exchange for 1,770,556 Series A Warrants that were exchanged, out of 1,793,262 Series A Warrants that remained unexercised at the expiration of the Offer to Exchange.
Josh Kornberg, President and Chief Executive Officer of Skyline Medical, said, “This exchange offer helped to eliminate 99.7% of the Series A Warrants that remained at the end of the offer period, thereby simplifying the Company’s capital structure for our stockholders. As a result, we believe investors are now able to better value the business as we focus all of our attention on increasing sales of our STREAMWAY System.
“We are currently implementing a strategic expansion of our sales and marketing capabilities in order to more rapidly grow our sales of new STREAMWAY Systems and consumable products. With an installed base of 94 systems in 50 facilities and across 19 states as of the end of 2015, including many of the country’s leading healthcare facilities, our STREAMWAY System has consistently delivered cost savings, as well as enhanced safety for patients and users,” concluded Mr. Kornberg.
Following the completion of the exchange offer, the Company reported that there will be 22,706 Series A Warrants to purchase shares of Company common stock that remain outstanding, and 18,059,671 new Series B Warrants outstanding.
The terms of the Series B Warrants include the following features:
- The Series B Warrants permit a cashless exercise at a fixed rate rather than a formula. For each Series A Warrant tendered in the exchange offer, the holder will receive 10.2 Series B Warrants that will each entitle the holder to receive 1 share of common stock upon a cashless exercise (subject to adjustment for stock splits, reverse stock splits, etc.).
- The Series B Warrants expire on December 31, 2020, compared to the expiration date of August 31, 2020 for the Series A Warrants.
- Similar to the Series A Warrants, the Series B Warrants contain a limitation under which exercise is not permitted to the extent that the holder or its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock.
- Otherwise, the terms of the Series B Warrants are similar to the terms of the Series A Warrants.
Important Notice
This press release is for informational purposes only and is neither an offer to exchange nor a solicitation of an offer to exchange any of the Company’s securities.
About Skyline Medical Inc.
Skyline Medical Inc. produces a fully automated, patented, FDA-cleared, waste fluid disposal system that virtually eliminates staff exposure to blood, irrigation fluid and other potentially infectious fluids found in the healthcare environment. Antiquated manual fluid handling methods — which require hand carrying and emptying filled fluid canisters — present an exposure risk and potential liability. Skyline Medical's STREAMWAY System fully automates the collection, measurement and disposal of waste fluids and is designed to: 1) reduce overhead costs to hospitals and surgical centers, 2) improve compliance with Occupational State and Health Association (OSHA) and other regulatory agency safety guidelines, 3) improve efficiency in the operating room, and radiology and endoscopy departments — leading to greater profitability, and 4) provide greater environmental stewardship by helping to eliminate the approximately 50 million potentially disease-infected canisters that go into landfills annually in the United States. For additional information, please visit: www.skylinemedical.com.
Forward-looking Statements:
Certain of the matters discussed in this announcement contain forward-looking statements that involve material risks to and uncertainties in the Company's business that may cause actual results to differ materially from those anticipated by the statements made herein. Such risks and uncertainties include, among other things, current negative operating cash flows and a need for additional funding to finance our operating plan; the terms of any further financing, which may be highly dilutive and may include onerous terms; the features of the Company’s Series A Warrants that include a cashless exercise feature that has the potential to be highly dilutive, and the existence of which may depress the price of our common stock regardless of the Company’s business performance; unexpected costs and operating deficits, and lower than expected sales and revenues; uncertain willingness and ability of customers to adopt new technologies and other factors that may affect further market acceptance, if our product is not accepted by our potential customers, it is unlikely that we will ever become profitable, adverse economic conditions; adverse results of any legal proceedings; the volatility of our operating results and financial condition; inability to attract or retain qualified senior management personnel, including sales and marketing personnel; our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission, which are available for review at www.sec.gov. This is not a solicitation to buy or sell securities and does not purport to be an analysis of the Company's financial position. See the Company's most recent Annual Report on Form 10-K, and subsequent reports and other filings at www.sec.gov.
Contact:
Investor and Media Contact:
Garth Russell
KCSA Strategic Communications
212-896-1250
skyline@kcsa.com
SOURCE: Skyline Medical Inc.