Preferreds to be sold in tranches over two years to Socius CG II
By Angela McDaniels
Tacoma, Wash., Feb. 27 - Nyxio Technologies Corp. agreed on Feb. 21 to sell $5 million of 10% redeemable series A preferred stock to Socius CG II, Ltd. The preferreds will be sold in tranches at the election of the company over two years.
The preferreds are redeemable at any time. Dividends are payable upon redemption.
Socius will also receive warrants for up to 11,146,497 shares of the company's common stock. When preferreds are sold, a portion of the warrants will vest and be automatically exercised in an amount equal to 35% of the dollar amount of the preferreds being purchased. The exercise price will equal the closing price of the company's common stock on the preceding trading day.
When preferreds are sold, Socius is also obligated to purchase a number of shares of common stock valued at 100% of the dollar amount of preferreds purchased at a per share price equal to the closing bid price of the company's common stock on the preceding trading day.
Socius must pay for the shares underlying the additional investment right and the warrants by delivering a full-recourse secured promissory note with a 2% interest rate.
When preferreds are redeemed, the outstanding promissory notes will be offset, exchanged and canceled for all outstanding preferreds then held by Socius so that no further amounts will be due.
The company must pay Socius a $250,000 commitment fee in cash or stock. If not paid in connection with the first tranche, the commitment fee is due in six months.
Under a lock-up agreement, the company's key officers, directors and 5% shareholders will not sell shares of common stock for at least 10 trading days after each tranche.
The sale of the preferreds is subject to the approval of the company's shareholders of an amendment to its certificate of incorporation to designate at least 1,500 shares of blank-check preferred stock.
Nyxio makes consumer electronic devices and is based in Portland, Ore.
| Issuer: | Nyxio Technologies Corp.
|
| Issue: | Series A preferred stock purchase agreement
|
| Amount: | $5 million
|
| Tenor: | Two years
|
| Dividends: | 10%
|
| Warrants: | For up to 11,146,497 shares
|
| Warrant exercise: | Upon each sale of preferreds
|
| Warrant strike price: | Equal to closing price on prior day
|
| Investor: | Socius CG II, Ltd.
|
| Pricing date: | Feb. 21
|
| Stock symbol: | OTCBB: NYXO
|
| Stock price: | $0.15 at close Feb. 27
|
| Market capitalization: | $5.63 million
|
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