Amedica Enters Debt Exchange Agreement

Amedica Corporation has entered into a debt exchange agreement with Riverside Merchant Partners LLC, Hercules Technology III L.P., and Hercules Capital Inc. Amedica agreed to exchange $1 million of the principal amount outstanding under the term loan held by Riverside for a subordinated convertible promissory note in the principal amount of $1 million and a warrant to purchase 100,000 shares of common stock. The subordinated convertible promissory note is convertible into shares of common stock at a fixed conversion price of $1.43 and the exercise price of the warrant is fixed at $1.62 per share. The subordinated convertible promissory note bears interest at a rate of 6 percent per annum and is due March 3, 2018.

“The favorable terms of this agreement allow Amedica to better position itself to refinance the balance of its outstanding debt,” said Dr. Sonny Bal, Amedica chairman and CEO. “Upon Riverside’s anticipated conversion of the convertible promissory note, the reduction of our total debt level with modest fixed warrant coverage will provide confidence to our investors, while unlocking additional working capital. Restructuring our debt makes sense in light of the several promising near- and intermediate-term milestones for Amedica that will enhance shareholder value.”

Pursuant to the terms and conditions of the exchange agreement, upon mutual agreement of Amedica and Riverside at any time prior to June 1, 2016, or, if certain conditions are met, at Amedica’s option on May 3, 2016, Amedica and Riverside can exchange an additional $2 million of the principal amount of the Hercules term loan for an additional subordinated convertible promissory note in the principal amount of $2 million with a fixed conversion price of $1.43 and a warrant to purchase an additional 100,000 shares of common stock.

Amedica develops interbody implants manufactured with medical-grade silicon nitride ceramic. Amedica markets spinal fusion products and is developing new wear- and corrosion-resistant implant components for hip and knee arthroplasty as well as dental applications. The Salt Lake City, Utah-based company’s spine products are U.S. Food and Drug Administration-cleared, CE-marked, and currently marketed in the United States and select markets in Europe and South America through its distributor network as well as OEM and private label partnerships.