Flexpoint Fund agrees to buy convertible preferreds in three tranches
By Susanna Moon
Chicago, Aug. 23 - JetPay Corp. agreed to sell up to $40 million series A convertible preferred stock to Flexpoint Fund II, LP in three tranches under a securities purchase agreement, according to an 8-K filing with the Securities and Exchange Commission.
The company will sell about 133,333 of the convertible preferreds at $300 per share.
The initial conversion ratio will be set at $100 per share.
In tranche A the company will sell $10 million of preferreds in the initial closing.
In tranche B JetPay will sell up to $10 million of preferreds, which Flexpoint will be obligated to purchase if the company is able to redeem the secured convertible notes that were issued under an agreement dated Dec. 28, 2012. The purchase obligation will expire on the earlier of Dec. 29, 2014 and the date on which such secured convertible notes are no longer outstanding.
Tranche C will consist of up to $20 million of preferreds, plus anything not purchased under tranche B, which Flexpoint has the option to purchase at any time until the third anniversary of the initial closing.
JetPay, formerly Universal Business Payment Solutions Acquisition Corp., provides services that meet business needs for card acceptance, processing, payroll, tax and other financial transactions. It is based in Berwyn, Pa.
| Issuer: | JetPay Corp.
|
| Issue: | Series A convertible preferred stock
|
| Amount: | $40 million
|
| Shares: | 133,333
|
| Price: | $300
|
| Warrants: | No
|
| Investor: | Flexpoint Fund II, LP
|
| Pricing date: | Aug. 23
|
| Stock symbol: | Nasdaq: JTPY
|
| Stock price: | $3.10 at last close Aug. 9
|
| Market capitalization: | $90.45 million
|
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