Three-year note, sold to DYVA Management, also accompanied by warrants
By Devika Patel
Knoxville, Tenn., Oct. 20 - NuRx Pharmaceuticals Inc. sold a convertible promissory note to DYVA Management AG on Oct. 14, according to an 8-K filed Wednesday with the Securities and Exchange Commission.
The $1 million 12% note is initially convertible into common shares at $0.10 per share, a 100% premium to the Oct. 13 closing share price of $0.05.
The maturity date of the note will be the earliest of (a) the completion of a sale of securities that results in proceeds of more than $1 million or (b) the later to occur of three years from issuance or the date of the settlement or final judgment of NuRx's lawsuit relating to its dispute with QuantRx Biomedical Corp., its joint venture partner in QN Diagnostics, LLC.
The company agreed to make payments to DYVA Management that will be added to the principal balance of the note. These include a $25,000 commitment fee, a litigation management fee consisting of $25,000 plus $4,000 per month until the settlement or final judgment in the lawsuit and a risk premium equal to $18,750 plus 50% of any additional advances made by DYVA Management.
DYVA Management also will receive warrants upon maturity of the note, which are exercisable at $0.10 for seven years. The warrants will be for a number of shares equal to the note's outstanding principal divided by 0.1.
The proceeds will fund the costs of the lawsuit.
The biopharmaceutical company is based in Irvine, Calif.
| Issuer: | NuRx Pharmaceuticals Inc.
|
| Issue: | Convertible promissory note
|
| Amount: | $1 million
|
| Coupon: | 12%
|
| Price: | Par
|
| Conversion price: | $0.10
|
| Warrants: | 1,000% coverage
|
| Warrant expiration: | Seven years
|
| Warrant strike price: | $0.10
|
| Investor: | DYVA Management AG
|
| Settlement date: | Oct. 14
|
| Stock symbol: | OTCBB: NUXP
|
| Stock price: | $0.05 at close Oct. 14
|
| Market capitalization: | $1.15 million
|
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