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Published on 10/3/2005 in the Prospect News PIPE Daily.

New Issue: Inksure Technologies completes $6 million convertible note offering

By Sheri Kasprzak

New York, Oct. 3 - Inksure Technologies Inc. said it has closed a $6 million private placement of convertible notes.

The notes were purchased by Smithfield Fiduciary, LLC; The Irrevocable Trust of James. E. Lineberger; Iroquois Master Fund, Ltd.; and Omicron Master Trust.

The 4% interest-only notes mature on Sept. 30, 2010 and are initially convertible into a total of 2 million common shares at $3.00 each.

The notes are redeemable at 125% of face value plus interest under certain circumstances of merger while the notes are still outstanding.

Inksure may force conversion of the notes if its stock trades above $6.50 for any 20 trading days in any 30 consecutive trading-day period after Sept. 30, 2006 or above $5.50 for any 20 trading days in any 30 consecutive trading-day period after Sept. 30, 2007.

The investors also have the option to buy an additional $1.25 million in principal of notes at a conversion price of $3.60 each.

Jefferies & Co. was the placement agent.

Based in Fort Lauderdale, Fla., Inksure develops security technologies used to detect counterfeit items.

Issuer:Inksure Technologies Inc.
Issue:Convertible notes
Amount:$6 million
Maturity:Sept. 30, 2010
Coupon:4%
Price:Par
Yield:4%
Conversion price:$3.00
Conversion ratio:Into 2 million shares
Call:May force conversion if stock trades above $6.50 for any 20 trading days in any 30 consecutive trading days after Sept. 30, 2006; may force conversion if stock trades above $5.50 for any 20 trading days in any 30 consecutive trading days after Sept. 30, 2007; may redeem notes at 125% of face value plus interest under certain merger circumstances
Investors:Smithfield Fiduciary, LLC; The Irrevocable Trust of James. E. Lineberger; Iroquois Master Fund, Ltd.; and Omicron Master Trust
Placement agent:Jefferies & Co.
Settlement date:Sept. 30
Stock price:$3.87 at close Sept. 30

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