By Sheri Kasprzak
New York, July 9 - Nascent Wine Co., Inc. completed an $8 million private placement of series A convertible preferred stock with York Select Unit Trust, York Credit Opportunities and York Select.
The company sold 1 million shares of the preferreds at $8.00 each.
The preferreds are convertible into 20 million common shares at $0.40 each.
The company also issued series A-1 warrants for 500,000 series A convertible preferred shares, convertible into common shares at $0.40 each; series A-2 warrants for 375,000 series A convertible preferred shares, convertible into common shares at $0.40 each; and series B warrants for 375,000 shares of series B convertible preferred stock. The series B warrants are exercisable for the convertible preferreds at a price equal to 33% of the volume weighted average closing price of the company's stock for the 30 trading days before exercise.
The series A-1 warrants expire July 3, 2010. The series A-2 and series B warrants expire July 3, 2014.
Nascent Wine, based in San Diego, distributes food and non-food items.
| Issuer: | Nascent Wine Co., Inc.
|
| Issue: | Series A convertible preferred stock
|
| Amount: | $8 million
|
| Shares: | 1 million
|
| Price: | $8.00
|
| Conversion price: | $0.40
|
| Conversion ratio: | Into 20 million common shares
|
| Warrants: | Series A-1 for 500,000 series A convertible preferreds; series A-2 for 375,000 series A convertible preferreds; series B for 375,000 series B convertible preferreds
|
| Warrant expiration: | July 3, 2010 for series A-1; July 3, 2014 for series A-2 and series B
|
| Warrant strike price: | Series A-1 and series A-2 are convertible at $0.40 each; series B is exercisable at 33% of the VWAP for the 30 trading days before exercise
|
| Investors: | York Select Unit Trust, York Credit Opportunities, York Select
|
| Settlement date: | July 3
|
| Stock symbol: | OTCBB: NCTW
|
| Stock price: | $0.81 at close July 3
|
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