Deal finances acquisition of Full Access; note matures Sept. 12, 2015
By Susanna Moon
Chicago, Sept. 18 - NightCulture, Inc. sold units consisting of a convertible debenture and a warrant to Mountain Top, Inc. in a non-brokered deal. The company entered into a securities purchase agreement with the investor on Sept. 12.
Proceeds were used to pay the cash portion of the acquisition of Full Access and Prototype Industries, with the rest to be used for general working capital.
The company sold a $500,000 5% convertible note due Sept. 12, 2015. The debenture is convertible into common shares at a conversion price of 50% of the average closing price of the company's common stock over the 20-trading day period ending on the conversion date.
The warrant is for up to 25 million shares and is exercisable until Dec. 31, 2015 at 50% of the average closing price of the company's common stock over the 20 trading days ending on the exercise of the warrant.
Houston-based NightCulture, formerly XXX Acquisition Corp., is a producer of live concerts and events.
| Issuer: | NightCulture, Inc.
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| Issue: | Convertible note and warrants
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| Amount: | $500,000
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| Maturity: | Sept. 12, 2015
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| Coupon: | 5%
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| Conversion price: | 50% of the average closing price of the company's common stock over the 20-trading day period ending on the conversion date
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| Warrants: | For up to 25 million shares
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| Warrant expiration: | Dec. 31, 2015
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| Warrant strike price: | 50% of the average closing price of the company's common stock over the 20 trading days ending on the exercise of the warrant
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| Investor: | Mountain Top, Inc.
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| Settlement date: | Sept. 18
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| Stock symbol: | OTC BB: NGHT
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| Stock price: | $0.30 at close Sept. 18
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| Market capitalization: | $ 14.80 million
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