By Jennifer Chiou
New York, May 28 - Advanced Battery Technologies Inc. entered into an agreement for the sale of $10 million of 0% series E convertible preferred stock and three series of common stock purchase warrants, according to an 8-K filing with the Securities and Exchange Commission.
The company will sell 10,000 preferred shares for $1,000 each and issue class A, B and C warrants.
The preferreds will be convertible into common shares at $3.79 per share.
The class A warrants will permit the holders to purchase up to 1,187,335 shares of common stock for $4.92 per share. The class A warrants expire in five years and six months.
The class B warrants will allow for the purchase of up to 2,638,523 shares at $3.79 apiece. The warrants expire on the later of Nov. 25, 2009; 30 days after the effective date of the registration statement to be filed; or 30 days after the shareholders of Advanced Battery Technologies approve an increase in the authorized common stock.
If, during the life of the class B warrants, the closing bid price for Advanced Battery Technologies common stock exceeds $4.75 for 10 consecutive trading days with at least 400,000 shares trading volume, then the company is entitled to force the holders of the class B warrants to exercise the warrants and purchase all 2,638,523 shares.
The class C warrants will permit the holders to purchase stock from Advanced Battery Technologies for a price of $5.68. The number of shares that may be purchased will equal 25% of the number of shares sold upon exercise of the class B warrants. The class C warrants expire in five years and six months.
At closing, Advanced Battery Technologies said it will enter into a registration rights agreement with the purchasers, under which it is required to file with the SEC a statement that will permit the purchasers to offer to the public the common shares issuable upon conversion of the preferred and upon exercise of the warrants.
In order for there to be sufficient common shares authorized upon conversion of the preferreds and exercise of the warrants, the company is asking shareholders to amend its certificate of incorporation to increase the authorized shares. A meeting is set for June 25.
Advanced Battery Technologies said it plans to use the net proceeds from the offering primarily to provide working capital to its recently acquired subsidiary, Wuxi ZhongQiang Autocycle Co., Ltd.
Rodman & Renshaw, LLC is the exclusive placement agent.
Advanced Battery Technologies, based in New York, develops, manufactures and distributes rechargeable Polymer Lithium-Ion batteries.
| Issuer: | Advanced Battery Technologies Inc.
|
| Issue: | 0% series E convertible preferred stock and three series of warrants
|
| Amount: | $10 million
|
| Preferreds: | 10,000
|
| Announcement date: | May 28
|
| Stock symbol: | Nasdaq: ABAT
|
| Stock price: | $3.84 at close May 27
|
| Market capitalization: | $196.65 million
|
|
|
| Class A warrants
|
| Warrants: | For 1,187,335 shares
|
| Warrant expiration: | Five years and six months
|
| Warrant strike price: | $4.92
|
|
|
| Class B warrants
|
| Warrants: | For 2,638,523 shares
|
| Warrant expiration: | On the later of Nov. 25, 2009; 30 days after the effective date of the registration statement to be filed; or 30 days after the shareholders of Advanced Battery Technologies approve an increase in the authorized common stock
|
| Warrant strike price: | $3.79
|
|
|
| Class C warrants
|
| Warrants: | 25% of the number of shares sold upon exercise of the class B warrants
|
| Warrant expiration: | Five years and six months
|
| Warrant strike price: | $5.68
|
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