Four investors agree to buy 12,023,300 shares at 21.21% premium
By Angela McDaniels
Tacoma, Wash., May 16 - Lighting Science Group Corp. agreed to sell $48.09 million of common stock to four investors for $4.00 a share, according to an 8-K filing with the Securities and Exchange Commission.
The company will sell $25 million of stock to Geveran Investments Ltd. and $1.55 million to Al Bawardi Enterprises LLC under Regulation S. It will sell $15 million of stock to LSGC Holdings LLC, which is the company's largest shareholder, and $6.54 million to LSGC Holdings II LLC under Regulation D.
Geveran entered into its subscription agreement on May 10. The remainder of the investors entered into their subscription agreements on May 16.
The price per share is a 21.21% premium over the company's $3.30 closing share price on May 9.
The sale to LSGC Holdings is conditioned on the investor receiving the needed funds from a third-party investor by June 15.
The stock being issued to LSGC Holdings II is in exchange for, and in full satisfaction of, a demand promissory note and the interest owned on it.
LSGC Holdings and LSGC Holdings II are controlled by affiliates of Pegasus Capital Advisors, LP.
The company is considering issuing common stock in a public offering. If it does so at a price per share below $4.00, it will issue to each of the four investors additional shares such that the weighted average price per share of each purchaser will equal the price at which the shares are issued in the public offering.
The Satellite Beach, Fla.-based company makes lighting devices and systems that use light-emitting diodes as the light source.
| Issuer: | Lighting Science Group Corp.
|
| Issue: | Common stock
|
| Amount: | $48,093,200
|
| Shares: | 12,023,300
|
| Price: | $4.00
|
| Warrants: | No
|
| Investors: | Geveran Investments Ltd. ($25 million), Al Bawardi Enterprises LLC ($1.55 million), LSGC Holdings LLC ($15 million), LSGC Holdings II LLC ($6,543,200)
|
| Pricing dates: | May 10 for $25 million; May 16 for $23,093,200
|
| Stock symbol: | OTCBB: LSCG
|
| Stock price: | $3.60 at close May 16
|
| Market capitalization: | $671.23 million
|
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