By Sheri Kasprzak
Atlanta, March 30 - Roaming Messenger Inc. has closed a private placement of stock for $3.5 million.
The company will sell shares to Wings Fund Inc. in increments of up to $250,000 over the course of a year after a registration statement is declared effective. Wings Fund purchased a total of 5 million shares at $0.10 each for $500,000 on March 28.
The remainder of the shares will be priced at 60% of the volume weighted average price over 20 days before the date of each monthly purchase. The volume weighted average price is calculated by adding the price of each transaction by the number of shares traded, divided by the total volume of shares for the trading day.
The registration statement for the subsequent transactions must be effective within 120 days of the filing date or Roaming Messenger will have to pay damages of 200,000 shares every 30 days the statement is not filed or declared effective.
Roaming Messenger, based in Santa Barbara, Calif., provides messaging systems for wireless devices.
| Issuer: | Roaming Messenger Inc.
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| Issue: | Stock
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| Amount: | $3.5 million
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| Price: | 60% of the volume weighted average price over 20 days before each monthly transaction ($0.10 each for 5 million shares already received)
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| Warrants: | No
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| Investor: | Wings Fund Inc.
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| Settlement date: | March 28
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| Stock price: | $0.20 at close March 28
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