OmniComm, Celsius place convertibles; Powerflute sells stock for acquisition; CompuMed amends terms

By Kenneth Lim

Boston, Dec. 17 - OmniComm Systems, Inc. wrapped up a $5.08 million convertible placement to take out existing debt and for general purposes.

Celsius Holdings, Inc. raised $2 million and received an additional $1 million revolver from an existing investor for marketing and growth.

Powerflute Oyj will sell £9.09 million of its common stock through a private placement to help fund an acquisition.

CompuMed, Inc. amended the terms on a $4 million revolving line of credit to fix the price on conditional warrants at a premium to current stock levels.

OmniComm raises $5.08 million

OmniComm placed $5.08 million of 12% convertible debentures due Dec. 16, 2010 to repay amounts owed on outstanding debt.

The debentures are initially convertible into OmniComm common stock at $0.50 per share.

Shares of OmniComm (OTCBB: OMCM), a $20.66 million market capitalization company, closed at $0.27 on Wednesday, up by 12.5% or $0.03.

The investors also received warrants for 10.15 million common shares, which are exercisable at $0.60 for approximately four years.

Proceeds will be used to repay approximately $800,000 owed on secured convertible debentures that were issued in February and for general corporate purposes.

Based in Ft. Lauderdale, Fla., OmniComm is focused on electronic data capture services for clinical trials.

Investors in the financing included OmniComm chief executive Cornelis F. Wit, chairman and chief technology officer Randall G. Smith, chief operating officer Stephen E. Johnson and chief financial officer Ronald T. Linares. Board members Matthew D. Veatch and Guus van Kesteren also took part in the placement, as did strategic partner Noesis Capital Corp.

"We are pleased to close on this round of financing and excited at the unprecedented level of confidence and commitment shown by our senior management team and directors," Wit said in a press release.

"Particularly in a time that funding is scarce for many industries, it is very satisfying to see that there is a lot of confidence in the future of OmniComm Systems, Inc. This capital will allow us to continue to evaluate and implement opportunities that create value for our shareholders. These financial resources will allow us to maximize the growth potential of our product line and our existing pipeline. We are well positioned to complete all elements of our current strategy."

Linares added that the placement provides flexibility to the company.

"This transaction strengthens the company's balance sheet by immediately improving our working capital position and giving us more operating flexibility," Linares said. "In addition, by effectively eliminating our secured debt obligations we believe we have positioned ourselves for improved future flexibility for financing our growth."

Celsius raises $2 million from CDS

Celsius Holdings sold $2 million of 10% series B convertible preferred shares due Dec. 31, 2013 to existing investor CDS Ventures of South Florida, LLC.

The company sold 2,000 preferreds in the deal. The initial conversion price of the preferreds is $0.05 until Dec. 31, 2010, after which the conversion price is the greater of $0.05 or 90% of the volume weighted average price of the common stock.

Celsius common stock (OTCBB: CSUH) closed unchanged at $0.042 on Wednesday. The company has a market capitalization of $6.22 million.

CDS Ventures also received a warrant to purchase an additional 2,000 series B preferreds at $1,000 per preferred share.

Proceeds will be used for marketing and growth purposes.

Based in Delray Beach, Fla., Celsius is an energy drink maker.

CD Financial, LLC, a company controlled by CDS Ventures majority shareholder Carl DeSantis, also agreed to provide a $1 million revolving credit line to Celsius. The revolver will replace two existing lines of credit that Celsius current has with receivables and inventory lenders. The amount outstanding on those existing credit lines is about $360,000.

"After working closely with the Celsius management team for several months now, it became clear to me the opportunity to really create a great success story," DeSantis said in a statement. "The market potential is large, and with proper financing and marketing, a great win is possible."

Celsius chief executive Steve Haley added: "Carl and the whole CDS team have been extremely helpful in so many areas. Our objective in acquiring the appropriate growth capital was to find a partner that added more value than only the capital and as importantly would be aligned with us in regards to the timing and magnitude of the potential for Celsius. This large financing has given us a clear road for increased marketing and to introduce the new products that we have on the drawing board."

Powerflute plans stock sale

Powerflute plans to sell £9.09 million of its common stock through a private placement to help fund its acquisition of the assets of Papierfabrik Scheufelen GmbH & Co. KG.

The company will sell about 56.82 million shares at 16p apiece. Powerflute common stock (LSE: POWR) rose 14.29% or 2p to close at 16p on Wednesday. The company has a market capitalization of £14.1 million.

The shares will be placed with certain existing shareholders and institutional investors.

Proceeds will be used to acquire the assets of Scheufelen. Powerflute is buying Scheufelen's property, plant and equipment for €20 million and an anticipated €25 million working capital investment.

Based in Kuopio, Finland, Powerflute operates a paper mill and specializes in fluting.

"I am delighted that we are now able to declare the proposed acquisition of Scheufelen unconditional," Powerflute chairman Dermot F. Smurfit said in a statement.

"This acquisition is an excellent fit for our strategy and will be transformational for Powerflute. We look forward to delivering a material improvement to Scheufelen's profitability. Shareholders have been highly supportive of this acquisition and I am pleased that our founder shareholders committed additional funds early in the process to help ensure its success."

CompuMed revises terms

CompuMed revised the terms of its $4 million revolving line of credit with Boston Avenue Capital, LLC.

The former agreement obligated the company to issue 16 million warrants at a variable price based on the trading of its stock price, regardless of any drawdown.

Under the new agreement, CompuMed would issue 16 million warrants to BAC only if, and after, a drawdown occurs, and the strike price of the warrants is fixed at $2.

Warrants issued prior to this new agreement have been cancelled.

CompuMed common stock (OTCBB: CMPD) rose 21.52% or $0.03 to close at $0.17 on Wednesday. The company has a market capitalization of $4.36 million.

The maturity of the revolver was also brought forward to Dec. 31, 2010 from Dec. 31, 2017.

Advances under the line of credit will continue to bear interest at the current three-month Libor, payable quarterly.

Based in Los Angeles, CompuMed develops computer-aided diagnostic products used by the biotech industry.

"We are pleased to announce that CompuMed will continue to have access to the credit facility, and now with more favorable terms," said CompuMed president and chief executive Maurizio Vecchione in a statement. "Today's announcement should allow CompuMed to pursue strategic initiatives despite the currently challenging financing environment."

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