BPK pockets $4.5 million from note offering; TrueYou settles $5.2 million private placement

By Sheri Kasprzak

New York, July 17 - Heading up a light day in the PIPE market was a $4.5 million private placement of exchangeable notes from BPK Resources, Inc.

The 9% notes, sold on behalf of subsidiary Graphite Technology Group, Inc., are due Jan. 12, 2010 and are exchangeable for common stock at $0.23 per share. The investor was Millennium Global Special Situations Americas Fund.

Millennium received warrants for 9,782,609 shares, exercisable at $0.34 each for five years.

Just before 11:30 a.m. ET, the company's stock had gained 11.9%, or 2.5 cents. By the end of the day, the stock had gained 19.05%, or 4 cents, to close at $0.25 (OTCBB: BPKR).

"The loan by Millennium is timely and it allows BPK subsidiaries to move ahead with a number of important initiatives, including a strategic acquisition that is presently under consideration," said James Olive, BPK's chief executive officer, in a statement. "We are very pleased that Millennium invested at a time when the company can capitalize on current business opportunities to expand our manufacturing and mining capabilities."

According to the company's latest earnings statement, BPK reported a net loss of $1.55 million for the quarter ended March 31, compared with a net loss of $55,986 for the same quarter of 2005.

"BPK incurred net losses to common stockholders of $3,632,318 for the three months ended March 31, 2006 and has an accumulated deficit of $16,961,117 as of March 31, 2006," according to the earnings statement. "Consequently, the aforementioned items raise substantial doubt about BPK's ability to continue as a going concern."

BPK, based in Delano, Pa., manufactures synthetic graphite and carbon-based materials.

TrueYou's PIPE

In other PIPE news, TrueYou.com Inc. completed a private placement of promissory notes with warrants for $5.2 million.

The stock edged up after the deal was announced Monday afternoon, gaining a penny to close at $0.23 (Pink Sheets: TUYU).

The notes bear interest at 12% annually and are due July 1, 2010.

The investors received warrants for 32,947,771 shares, exercisable at $0.001 each through June 30, 2013.

Klinger Investments LLC; Pequot Healthcare Fund, LP; Pequot Healthcare Offshore Fund, Inc.; Premium Series PCC Ltd. - Cell 32, Pequot Diversified Master Fund, Ltd.; Pequot Healthcare Institutional Fund, LP; North Sound Legacy Institutional Fund LLC; North Sound Legacy International Ltd.; Technology Investment Capital Corp.; Andrew D. Lipman; and Jon Lauck purchased the notes.

Proceeds will be used for working capital and general corporate purposes.

On July 6, the company raised $25 million from a term note with Laurus Master Fund Ltd. The offering included warrants for 50,885,093 shares.

Based in Norwalk, Conn., TrueYou produces self-improvement materials.

PIPE volume remains light

In the broader market, even as stocks edged up after sustaining substantial losses last week, private placement volume remained light to kick off the week.

"Things are up, but not enough to make a difference," said one sellside market source. "We're still reeling from last week, I think. If stocks move back up with any significant gains, we could see more [volume]."

The Dow Jones Industrial Average gained 8.01 to end the day at 10,747.36 and the Nasdaq composite index climbed 0.37 to end at 2,037.72. Meanwhile, the Standard & Poor's 500 composite index fell 1.71 to close at 1,234.49.

Integrated Electrical raises $1 million

Back to specific offerings, Integrated Electrical Services, Inc. completed a $1 million private placement of its stock.

Tontine Capital Overseas Master Fund, LP bought 58,072 shares at $17.22 each.

Proceeds from the deal will be invested in Energy Photovoltaics, Inc., a company in which Integrated currently holds a minority investment.

The company's stock took a dip on Monday, losing 24 cents to end the session at $16.98 (Nasdaq: IESC).

Houston-based, Integrated Electrical Services provides low-voltage electrical and communications services.

Plexmar secures C$2.1 million

In Canadian private placement offerings, Plexmar Resources Inc. said a group of institutional investors has agreed to buy C$2.1 million in a private placement of units.

The investors agreed to buy, in the non-brokered placement, 6 million units at C$0.35 each. The units are comprised of one share and one warrant. The warrants are exercisable at C$0.41 each.

Proceeds will be used for exploration on the company's properties in Peru and Ecuador. The rest will be used for working capital.

The stock fell 6.98%, or 3 cents, to close the session at C$0.40 Monday (TSX Venture: PLE).

Based in Quebec City, Plexmar is a gold exploration company.

Lorus stock climbs

A day after wrapping a C$10,368,000 private placement of stock, Lorus Therapeutics Inc.'s stock jumped by 4.48%.

The stock gained a penny and a half to end the session at C$0.35 (Toronto: LOR). On Friday, the stock closed unchanged at C$0.335.

In the Lorus placement, HighTech Beteilgungen GmbH & Co. KG. agreed to purchase shares at C$0.36 each, a 7.5% premium over the company's C$0.335 closing price on Thursday.

The offering is scheduled to close Aug. 14.

Toronto-based Lorus develops therapeutics and technologies to treat cancer.

deCODE stock dips

Elsewhere in biotech news, deCODE genetics's stock fell by almost 2% on Monday after announcing a $30 million direct stock deal on Friday.

The company's stock slipped by 1.92%, or 10 cents, to settle at $5.10 (Nasdaq: DCGN). Volume of the shares traded remained elevated Monday with 541,237 shares traded compared to the average 476,362 shares.

On Friday, when the deal was announced, the stock fell 48 cents, or 8.45%, to close at $5.20. A total of 300,156 shares were traded Friday, compared to the average 105,490 shares.

In the placement, a group of institutional investors have agreed to buy shares at $5.00 each. The offering is scheduled to close Tuesday.

The shares are being sold under the company's shelf registration.

deCODE, based in Reykjavik, Iceland, develops drugs used to treat common diseases through human genetics applications.

DG051 is deCODE's follow-on investigational compound for the prevention of heart attack. In late June, the company filed an Investigational New Drug application with the Food and Drug Administration and said, pending clearance, it expects to begin phase 1 clinical trials later this summer.

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