By Sheri Kasprzak
New York, Dec. 7 - Remote Dynamics, Inc. has agreed to sell up to $1.754 million in zero-coupon series B subordinated secured convertible promissory notes and up to $701,600 in principal of original issue discount series B subordinated secured convertible promissory notes. The company expects to raise a total of $1.754 million in proceeds from the issue of the two notes.
Bounce Mobile Systems, Inc. agreed to fund at least $1.2 million of the offering.
The notes, priced at 71, are due Dec. 4, 2009 and are convertible into common shares at $0.016 each.
The offering will close in four tranches, each for $438,500 in proceeds. The first closing occurred Dec. 4 with the second set to occur within five business days after the company files a preliminary proxy statement with the Securities and Exchange Commission to authorize an increase in the number of shares to at least 575 million and a one for 50 reverse stock split.
The investors received E-7 warrants for 82,218,750 shares, exercisable at $0.02 each for seven years and series F-4 warrants for 82,218,750 shares, exercisable at $0.03 each for four years.
Midtown Partners & Co, LLC was the placement agent.
Connected to the offering, Remote Dynamics agreed to acquire from BMSI 100% of the capital stock of BounceGPS, Inc. The shares were sold in exchange for 5,000 shares of Remote Dynamics' series C convertible preferred stock, a $600,000 series B note, an original issue discount note for $264,000, a series E-7 warrant for 30,937,500 shares and a series F-4 warrant for 30,937,500 shares.
The 8% preferreds are convertible into common shares at a rate equal to 51% of the number of fully diluted outstanding shares divided by the number of series C shares held.
Remote Dynamics, based in Richardson, Texas, develops telematics-based management products for commercial fleets.
| Issuer: | Remote Dynamics, Inc.
|
| Issue: | Series B subordinated secured convertible promissory notes and original issue discount series B subordinated secured convertible promissory notes
|
| Amount: | $2,455,600
|
| Proceeds: | $1.754 million
|
| Maturity: | Dec. 4, 2009
|
| Coupon: | 0%
|
| Price: | 71
|
| Conversion price: | $0.016
|
| Warrants: | Series E-7 for 82,218,750 shares; series F-4 for 82,218,750 shares
|
| Warrant expiration: | Seven years for series E-7; four years for series F-4
|
| Warrant strike price: | $0.02 for series E-7; $0.03 for series F-4
|
| Placement agent: | Midtown Partners & Co., LLC
|
| Announcement date: | Nov. 30
|
| Settlement date: | Dec. 4 (for $438,500)
|
| Stock symbol: | OTCBB: REDI
|
| Stock price: | $0.02 at close Nov. 30
|
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