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PROSPECTUS SUPPLEMENT NO. 6
(To Prospectus dated July 29, 2005)
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-126737 |
UROPLASTY, INC.
2,147,142 Shares of Common Stock
and
1,180,928 Shares of Common Stock
Issuable Upon Exercise of Warrants
This prospectus supplement relates to shares of our common stock that may be sold at various
times by certain selling shareholders. You should read this prospectus supplement no. 6 together
with the prior prospectus supplements and prospectus dated July 29, 2005, which are to be delivered
with this prospectus supplement.
This prospectus supplement contains our Current Report on Form 8-K relating to CE Mark
Authorization of the Urgent® PC Neuromodulation System. This report was filed with the Securities
and Exchange Commission on November 3, 2005. The attached information supplements and supersedes,
in part, the information contained in the prospectus.
Our common stock is traded on the American Stock Exchange under the symbol UPI. On November 2,
2005, the closing price of our common stock on the American Stock Exchange was $3.19 per share.
This investment is speculative and involves a high degree of risk. See Risk Factors on page 6 of
the prospectus to read about factors you should consider before buying shares of the common stock.
Neither the SEC nor any state securities commission has approved or disapproved these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
Prospectus Supplement dated November 3, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 3, 2005
UROPLASTY, INC.
(Exact name of registrant as specified in charter)
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000-20989
(Commission File No.)
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41-1719250
(IRS Employer Identification No.) |
Minnesota
(State or other jurisdiction of incorporation or organization)
2718 Summer Street NE
Minneapolis, Minnesota 55413-2820
(Address of principal executive offices)
612-378-1180
(Registrants telephone number, including area code)
Not Applicable
(Former Name and Address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
The following forward-looking statements are subject to risks and uncertainties. We may not meet
our expectations set out below for business and financial reasons. In addition to the specific
risks described below, we recommend that you carefully consider the risk factors described in our
other SEC filings in evaluating us.
Uroplasty announces the receipt of CE Mark Authorization for the Urgent® PC Neuromodulation System
from our European Notified Body. The CE Mark Authorization will allow us to market the Urgent PC
Neuromodulation System throughout the European Union for the treatment of overactive bladder
symptoms of urinary urgency, urinary frequency, and urge incontinence and for treatment of fecal
incontinence.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release, dated November 2, 2005
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.
Dated: November 3, 2005
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UROPLASTY, INC.
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By: |
/s/ SAM B. HUMPHRIES
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Sam B. Humphries |
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President and Chief Executive Officer |
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2
Exhibit 99.1
UROPLASTY, INC. ANNOUNCES
CE MARK AUTHORIZATION FOR URGENT® PC UROLOGICAL & COLON-RECTAL NEUROSTIMULATION DEVICE
MINNEAPOLIS, MN, November 2, 2005 Uroplasty, Inc. (AMEX: UPI), a medical device company
based in Minneapolis with worldwide sales offices in The Netherlands and the United Kingdom, today
announced that the company received CE Mark Authorization for the Urgent® PC Neuromodulation System
from its European Notified Body. The CE Mark Authorization will allow Uroplasty to market the
Urgent PC Neuromodulation System throughout the European Union for the treatment of overactive
bladder symptoms of urinary urgency, urinary frequency, and urge incontinence, and for treatment of
fecal incontinence.
Sam B. Humphries, President and Chief Executive Officer, stated, We are pleased to receive Urgent
PC marketing clearance in Europe where the company already has a strong sales and distribution
network. With marketing clearances in the United States, Canada, and now the European Union, the
company seeks to establish this out-patient, non-surgical treatment as a standard of care
throughout the world.
About Uroplasty, Inc.
In addition to Urgent PC, Uroplasty offers other minimally invasive products for the treatment of
voiding dysfunctions, including a mid-urethral sling and proprietary soft tissue bulking products.
The I-STOP Mid-Urethral Sling is a biocompatible tension-free sling for the treatment of stress
urinary incontinence. Stress urinary incontinence may result from urethral hypermobility, a
condition in which the urethra is not properly supported by surrounding tissues and/or may result
from intrinsic sphincter deficiency, a condition resulting from weakened muscles surrounding the
urethra and bladder neck. The I-STOP sling provides a hammock-like support for the urethra to
prevent urine leakage associated with activities such as coughing, laughing, lifting or jumping.
Macroplastique® Implants is a proprietary, implantable soft tissue bulking material sold outside
the U.S. since 1991 for the treatment of both male and female urinary incontinence. When
Macroplastique is injected into tissue around the urethra, it stabilizes and bulks tissues close
to the urethra, thereby providing the surrounding muscles with increased capability to control the
release of urine. Macroplastique is also used to treat vesicoureteral reflux, a predominately
pediatric condition, in which the urine flows backward from the bladder to the kidney. Other
proprietary, implantable soft tissue bulking agents sold by Uroplasty outside the U.S. include PTQ
Implants for fecal incontinence, VOX® Implants for vocal cord rehabilitation and Bioplastique®
Implants for dermal augmentation.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain
forward-looking statements. This press release contains forward-looking statements relating to
regulatory activities, which reflect and affect our views regarding future events and financial
performance. These forward-looking statements are subject to certain risks and uncertainties,
including those identified below, which could cause actual results to differ materially from
historical results or those anticipated. The words aim, believe, expect, anticipate,
intend, estimate, and other expressions which indicate future events and trends, identify
forward-looking statements. Actual future results and trends may differ materially from historical
results or those anticipated depending upon a variety of factors, including, but not limited to:
the effect of government regulation, including when and if we receive approval for marketing of our
products in the United States; the impact of international currency fluctuations on our cash flows
and operating results; the impact of technological innovation and competition; acceptance of our
products by physicians and patients; our historical reliance on a single product for most of our
current sales; our ability to commercialize our recently licensed product lines; our intellectual
property and the ability to prevent competitors from infringing our rights; the ability to receive
third party reimbursement for our products; the results of clinical trials; our continued losses
and the possible need to raise additional capital in the future; our ability to manage our
international operations; our ability to hire and retain key technical and sales personnel; our
dependence on key suppliers; future changes in applicable accounting rules; and volatility in our
stock price.
FOR FURTHER INFORMATION: visit Uroplastys web page at www.uroplasty.com or contact Mr. Humphries.
UROPLASTY, INC.
Sam B. Humphries, President / CEO
2718 Summer Street N.E., Minneapolis, MN 55413-2820
Tel: 612-378-1180
Fax: 612-378-2027