By Sheri Kasprzak
Atlanta, Jan. 31 - Modern Technology has revealed the details of its previously announced $3.5 million private placement of notes and preferred stock.
The company sold $2 million in senior secured convertible redeemable notes and $1.5 million in series A preferred stock to AJW Offshore Ltd., AJW Qualified Partners LLC, AJW Partners LLC and New Millennium Capital Partners II LLC.
The notes bear interest at 8% annually, mature in two years and are convertible into common shares at the lesser of $0.44 or 40% of the average three lowest intraday trading prices for 20 consecutive trading days before conversion.
The notes are callable any time after issuance at 130% of face value within 30 days of issuance, 140% between 31 and 60 days of issuance and 150% after 61 days of issuance, including unpaid interest.
The company also sold 1,500 shares of series A preferred stock at $1,000 each. The preferreds are convertible into common shares at par value, or an initial conversion price of $0.29 per share. The preferreds do not pay a dividend.
The investors also received warrants for 3 million shares at $0.40 each for five years.
Based in Oxford, Miss., Modern Technology is a business development and acquisition company that provides business infrastructure, intellectual capital, investments and market and revenue expansion services. The proceeds will be used for the completion of the company's acquisition of Sound City Corp. and for working capital. The company used $1.5 million from the offering to buy a $1.5 million convertible debenture from DeMarco Energy Systems of America Inc.
Convertible notes
Issuer: | Modern Technology Corp.
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Issue: | Senior secured convertible redeemable notes
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Amount: | $2 million
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Maturity: | Two years
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Coupon: | 8%
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Price: | Par
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Yield: | 8%
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Conversion price: | The lesser of $0.44 or 40% of the average three lowest trading prices 20 consecutive trading days before conversion
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Call: | At 130% of face value within 30 days, 140% between 31 and 60 days and 150% after 61 days of issuance, plus interest
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Warrants: | For 3 million shares
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Warrant expiration: | Five years
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Warrant strike price: | $0.40
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Investors: | AJW Offshore Ltd., AJW Qualified Partners LLC, AJW Partners LLC and New Millennium Capital Partners II LLC
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Settlement date: | Jan. 24
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Stock price: | $0.29 at close Jan. 24
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Preferred stock
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Issuer: | Modern Technology Corp.
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Issue: | Series A preferred stock
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Amount: | $1.5 million
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Shares: | 1,500
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Price: | $1,000
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Conversion price: | At par value, initially $0.29
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Warrants: | No
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Investors: | AJW Offshore Ltd., AJW Qualified Partners LLC, AJW Partners LLC and New Millennium Capital Partners II LLC
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Settlement date: | Jan. 24
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Stock price: | $0.29 at close Jan. 24
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