UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2021

 

Commission file number: 001-38775

 

ITAMAR MEDICAL LTD.

(Name of registrant)

 

9 Halamish Street, Caesarea 3088900, Israel

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

On February 4, 2021, Itamar Medical Ltd. issued a press release entitled "Itamar Medical Announces Proposed Offering of American Depositary Shares," which is attached to this Form 6-K as Exhibit 99.1.

 

 

 

Exhibits

 

Exhibit
Number
Description
99.1 Press Release, February 4, 2021: Itamar Medical Announces Proposed Offering of American Depositary Shares.

 

 

 

SIGNATURES

 

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, thereunto duly authorized.

 

 

ITAMAR MEDICAL LTD.

   
  By: /s/ Shy Basson
 

Shy Basson

Chief Financial Officer

 

Date: February 4, 2021

 

 

 

Exhibit 99.1

 

 

 

Itamar Medical Announces Proposed Offering of American Depositary Shares

 

CAESAREA, Israel, February 4, 2021 -- Itamar Medical Ltd. (“Itamar Medical” or the “Company”) (Nasdaq: ITMR) (TASE: ITMR), a medical technology company focused on the development and commercialization of non-invasive medical devices to aid in the diagnosis of respiratory sleep disorders, today announced the commencement of a proposed public offering of American Depositary Shares (“ADSs”) of the Company. Each ADS represents 30 ordinary shares of the Company. The ADSs to be sold in the offering will be offered by the Company and one of its shareholders, Viola Growth 2 A.V. Limited Partnership (the “Selling Shareholder”). The Company and the Selling Shareholder intend to grant to the underwriters a 30-day option to purchase up to an additional 15% of the ADSs being offered on the same terms and conditions. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

 

Piper Sandler, Cowen and SVB Leerink are acting as joint bookrunners for the proposed offering.

 

The offering will be made only by means of a prospectus supplement and the accompanying prospectuses. A preliminary prospectus supplement related to the offering (including the accompanying prospectuses) will be filed with the SEC and will be available on the SEC’s website located www.sec.gov. A copy of the preliminary prospectus supplement and the accompanying prospectuses relating to this offering, when available, may also be obtained from Piper Sandler & Co. 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attn: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com; or Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by telephone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com; or SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or by telephone at 1-800-808-7525, ext. 6105, or by email at syndicate@svbleerink.com.

 

A registration statement on Form F-3, including a base prospectus, relating to the offering of the ADSs by the Company was filed with the SEC on November 17, 2020 and declared effective by the SEC on December 2, 2020, and a registration statement on Form F-3, including a base prospectus, relating to the offering of ADSs by the Selling Shareholder was filed on January 22, 2021 and declared effective by the SEC on January 29, 2021.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 

 

 

 

About Itamar Medical Ltd.

 

Itamar Medical is a medical technology company focused on the development and commercialization of non-invasive medical devices to aid in the diagnosis of respiratory sleep disorders. Itamar Medical commercializes a digital healthcare platform to facilitate the continuum of care for effective sleep apnea management with a focus on the core sleep, cardiology and direct to consumer markets. Itamar Medical offers a Total Sleep Solution to help physicians provide comprehensive sleep apnea management in a variety of clinical environments to optimize patient care and reduce healthcare system costs.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Statements preceded by, followed by, or that otherwise include the words "believes," "expects," "anticipates," "intends," "estimates," "plans" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. Because such statements deal with future events, they are subject to various risks, uncertainties and assumptions, including events and circumstances out of the Company's control and actual results, expressed or implied by such forward-looking statements, could differ materially from the Company's current expectations. Factors that could cause or contribute to such differences include, but are not limited to, risks, uncertainties and assumptions discussed from time to time by the Company in reports filed with, or furnished to, the SEC and the Israel Securities Authority, including the Company’s latest Form 20-F and its registration statements on Form F-3 relating to this offering, which are all accessible on the SEC’s website at www.sec.gov. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Investor Relations Contact

 

Leigh Salvo
Gilmartin Group
Phone: +1-415-937-5412
investors@itamar-medical.com