By Devika Patel
Knoxville, Tenn., Aug. 11 - IR BioSciences Holdings, Inc. completed a $5 million private placement of secured convertible debentures with certain funds for which Brencourt Advisors, LLC is the investment manager on Aug. 8, according to an 8-K filed Monday with the Securities and Exchange Commission.
The investors also received warrants for 2.5 million shares, exercisable at $2.00 per share for five years.
The debentures will mature on Aug. 8, 2013 and bear interest at 10% per year. They are convertible into common stock at $1.55 per share.
Interest is payable in cash quarterly on the last day of each calendar quarter beginning on Sept. 30 or, at the company's option, if "equity conditions," as defined in the convertible debentures agreement, are satisfied, it may be paid in common stock or a zero-coupon five-year convertible debenture.
The company was required to prepay interest for the first and last quarters of the debentures' term.
If certain conditions have been met after six months, the company may redeem all or a portion of the debentures or force conversion.
The debentures are secured by substantially all of the company's assets and those of its subsidiary, ImmuneRegen BioSciences, Inc.
Proceeds will be used to advance its development of pipeline products designed to stimulate stem cell progenitors, provide adjuvant activity in conjunction with vaccines and accelerate wound healing.
IR is a development-stage biotechnology company based in Scottsdale, Ariz.
Issuer: | IR BioSciences Holdings, Inc.
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Issue: | Secured convertible debentures
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Amount: | $5 million
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Maturity: | Aug. 8, 2013
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Coupon: | 10%
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Price: | Par
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Yield: | 10%
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Conversion price: | $1.55
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Warrants: | For 2.5 million shares
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Warrant expiration: | Five years
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Warrant strike price: | $2.00
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Settlement date: | Aug. 8
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Stock symbol: | OTCBB: IRBO
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Stock price: | $0.40 at close Aug. 8
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