Sunshine Heart Enters Into a $25 Million Common Stock Purchase

Sunshine Heart Enters Into a $25 Million Common Stock Purchase
Agreement With Aspire Capital Fund, LLC 
EDEN PRAIRIE, MN and SYDNEY, AUSTRALIA -- (Marketwire) -- 01/15/13 --
 Sunshine Heart, Inc. (NASDAQ: SSH) (ASX: SHC), a global medical
device company focused on innovative technologies for moderate heart
failure, today announced that it has entered into a common stock
purchase agreement with Aspire Capital Fund, LLC. Under the Purchase
Agreement, Aspire Capital has committed to purchase up to $25 million
of Sunshine Heart's common stock from time to time as directed by the
Company over two years at prices based on the market price at the
time of each sale after the SEC declares a registration statement
effective relating to the transaction. Upon commencement of the
funding under the Purchase Agreement, Aspire Capital has also agreed
to make an initial investment of $1 million at a price equal to the
average of the closing prices of the common stock for the five
business days prior to such purchase.  
"We are very pleased to have entered this agreement with Aspire
Capital Fund as the agreement structure provides us with added
financial strength and flexibility," said Dave Rosa, CEO of Sunshine
Heart. "We intend to use this prudently as one of the available tools
to raise equity only when it is opportunistic in the marketplace.
This provides the Company with additional security as we conduct our
U.S. FDA pivotal and European post-market trials and advance towards
commercialization of the C-Pulse System in the U.S. and Europe.
Furthermore, we believe Aspire's commitment, along with their
reputation as a long-term, institutional investor, demonstrates
confidence in our technology and management team."  
"We are very excited and proud to add Sunshine Heart to our
investment portfolio," said Erik J. Brown, Principal of Aspire
Capital. "Based on the promising 12-month feasibility data announced
in late 2012, we strongly believe the C-Pulse System represents a
unique and highly differentiated approach to treating heart failure
and that it will ultimately provide patients with improved outcomes
and quality of life relative to conventional heart failure devices."  
Key aspects of the Purchase Agreement include: 


 
--  Sunshine Heart will control the timing and amount of any sales of
    common stock to Aspire and will know the sales price before directing
    Aspire to purchase shares;
--  Aspire has no right to require any sales by the Company, but is
    obligated to make purchases as the Company directs, in accordance with
    the terms of the Purchase Agreement;
--  There are no limitations on use of proceeds, financial covenants,
    restrictions on future financings, rights of first refusal,
    participation rights, penalties or liquidated damages in the Purchase
    Agreement;
--  The Purchase Agreement may be terminated by Sunshine Heart at any
    time, at its discretion, without any additional cost or penalty; and
--  Sunshine Heart has issued to Aspire Capital common shares as
    consideration for entering into the purchase agreement.

  
Under the Purchase Agreement, the Company shall not be permitted to
issue, and Aspire Capital shall not be permitted to purchase, any
shares of Common Stock if such issuance would breach the Company's
obligations or be prohibited by the rules and regulations of the
Nasdaq Capital Market or the Australian Securities Exchange or
otherwise if such shares proposed to be issued and sold, when
aggregated with all other shares of Common Stock then owned
beneficially by Aspire Capital and its affiliates would result in the
beneficial ownership by Aspire Capital and its affiliates of more
than 13.99% of the Company's outstanding shares of Common Stock or
19.99% if during the term of Purchase Agreement the Company's
securities cease to be listed on ASX. 
A more complete and detailed description of the transaction is set
forth in the Company's Current Report on Form 8-K to be filed with
the U.S. Securities and Exchange Commission. 
The offer and sale of the shares of Sunshine Heart, Inc. common stock
issuable under the Purchase Agreement have not been registered under
the Securities Act of 1933, as amended. Accordingly, these securities
may not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from the
registration requirements of the Securities Act. Sunshine Heart has
agreed to file within ten (10) business days a registration statement
on Form S-1, covering the resale of the common stock issued and
issuable in accordance with the terms of the agreement. 
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. 
About the C-Pulse(R) Heart Assist System  
The C-Pulse Heart Assist System, or C-Pulse System, an
investigational device in the United States, Canada and countries
that do not recognize the CE Mark approval, utilizes the scientific
principles of intra-aortic balloon counter-pulsation applied in an
extra-aortic approach to assist the left ventricle by reducing the
workload required to pump blood throughout the body, while increasing
blood flow to the coronary arteries. Operating outside the patient's
bloodstream, the extra-aortic approach of the C-Pulse technology
offers greater flexibility, allowing patients to safely disconnect to
have intervals of freedom to perform certain activities such as
showering. The C-Pulse System may help maintain the patient's current
condition and, in some cases, reverse the heart failure process,
thereby potentially preventing the need for later stage heart failure
therapies, such as left ventricular assist devices (LVADs),
artificial hearts or transplants. 
Caution: Investigational device, limited by Federal (or United
States) Law to Investigational use. 
About Sunshine(R) Heart  
Sunshine Heart, Inc. (NASDAQ: SSH) (ASX: SHC) is an early-stage
global medical device company committed to the commercialization of
the C-Pulse System, an implantable, non-blood contacting, heart
assist therapy for the treatment of moderate to severe heart failure.
The C-Pulse System can be implanted using a minimally invasive
procedure and is designed to relieve the symptoms of heart failure
through the use of counter-pulsation technology, which enables an
increase in cardiac output, an increase in coronary blood flow and a
reduction in the heart's pumping load. Sunshine Heart has completed
an approved U.S. Food and Drug Administration (FDA) feasibility
clinical trial of the C-Pulse System and presented the results in
November 2011. In March, 2012, the FDA notified the Company that it
could move forward with an investigational device exemption (IDE)
application. Sunshine Heart received unconditional approval from the
FDA in November 2012 to initiate its pivotal trial. In July 2012
Sunshine Heart received CE Mark approval for its C-Pulse System in
Europe. Sunshine Heart is a Delaware corporation headquartered in
Minneapolis with a subsidiary presence in Australia. The Company has
been listed on the Australian Securities Exchange (ASX) since
September 2004 and on the NASDAQ Capital Market since February 2012.
For more information, please visit www.sunshineheart.com. 
About Aspire Capital Fund, LLC  
Aspire Capital Fund, LLC is an institutional investor based in
Chicago, Illinois, with a fundamental investment approach. Aspire
Capital invests in a wide range of companies and industries
emphasizing life sciences, energy and technology. 
Forward-Looking Statements  
Certain statements in this release are forward-looking statements
that are based on management's beliefs, assumptions and expectations
and information currently available to management. All statements
that address future operating performance, events or developments
that we expect or anticipate will occur in the future are
forward-looking statements, including without limitation, our
expectations with respect to product development, commercialization
efforts and future clinical trial activities and results. These
forward-looking statements are subject to numerous risks and
uncertainties, including without limitation, the possibility that our
clinical trials do not meet their end-points or otherwise fail, that
regulatory authorities do not accept our application or approve the
marketing of the C-Pulse System, the possibility we may be unable to
raise the funds necessary for the development and commercialization
of our products, that we may not be able to commercialize our
products successfully in the EU and the other risk factors described
under the caption "Risk Factors" and elsewhere in our filings with
the U.S. Securities and Exchange Commission and ASX. You should not
place undue reliance on forward-looking statements because they speak
only as of the date when made and may turn out to be inaccurate. We
do not assume any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. We may not actually achieve the plans,
projections or expectations disclosed in forward-looking statements,
and actual results, developments or events could differ materially
from those disclosed in the forward-looking statements. 
For further information, please contact:  
Media: 
Laura Forman 
Blueprint Life Science Group 
T: +1-415-375-3340  
Investor:
Jeff Mathiesen
Chief Financial Officer
Sunshine Heart, Inc.
T: +1-952-345-4200 
 
 
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