Nascent raises $8 million from preferreds; Alternative Construction seals $4.34 million PIPE

By Sheri Kasprzak

New York, July 9 - Nascent Wine Co., Inc. led PIPE news to kick off the week with an $8 million placement of series A convertible preferred stock.

The investors - York Select Unit Trust, York Credit Opportunities and York Select - bought 1 million of the preferreds, which are convertible into 20 million common shares at $0.40 each.

The company also issued series A-1 warrants for 500,000 series A convertible preferred shares, convertible into common shares at $0.40 each; series A-2 warrants for 375,000 series A convertible preferred shares, convertible into common shares at $0.40 each; and series B warrants for 375,000 shares of series B convertible preferred stock. The series B warrants are exercisable for the convertible preferreds at a price equal to 33% of the volume weighted average closing price of the company's stock for the 30 trading days before exercise.

The series A-1 warrants expire July 3, 2010. The series A-2 and series B warrants expire July 3, 2014.

On Monday, the company's stock gained 3 cents, or 3.7%, to close at $0.84 (OTCBB: NCTW).

News of the $8 million deal comes on the heels of the completion of an $11.299 million stock offering.

In that deal, which closed in late June, Nascent Wine sold 28,247,500 shares at $0.40 each to a group of accredited investors through agent Brookstreet Securities Corp.

Nascent, based in San Diego, distributes food and non-food items.

Stocks climb

Looking to the broader market, stocks climbed, but a sellsider said the move in stocks didn't seem to be impacting PIPE volume.

"It doesn't seem to be that big of a deal, if you ask me," he said. "Volume comes and goes in cycles so I don't think stocks really make that much of a difference. For the summer, it's really pretty good [volume]."

On Monday, the Dow Jones Industrial Average gained 38.29 to close at 13,649.97 and the Nasdaq composite index closed up 3.51 to end at 2,670.02. The Standard & Poor's 500 composite index edged up 1.41 to settle at 1,531.85.

Alternative Construction's deal

Elsewhere, Alternative Construction, Inc. wrapped a private placement of senior secured convertible debentures for $4,347,826.

The 10% debentures are due June 30, 2009 and are convertible into common shares at $4.00 each.

The investors received warrants for a number of shares equal to 150% of the shares issuable upon conversion. The warrants are exercisable at $4.00 each.

Dinosaur Group Inc. was the placement agent.

Proceeds from the deal were used to pay off $1.15 million in high-interest notes, to retire a factoring facility and to pay off a mortgage on the company's Bolivar, Tenn., manufacturing plant.

The stock gained 2.05%, or 15 cents, to settle at $7.45 (OTCBB: ACCY).

"We have worked diligently for two years seeking the right investment partner and preparing the company for strong domestic and international growth," said A.J. Francel, the company's chief operating officer, in a statement.

"We turned down several proposals waiting for the right financial partners and are proud to announce to our shareholders that we are now in a position to initiate our national advertising campaign and further improve supply chain efficiencies."

Based in Melbourne, Fla., Alternative Construction develops construction technologies.

Tarpon raises $1.7 million

In other news, Tarpon Industries, Inc. completed a $1.7 million offering of units that include promissory notes and common shares.

The company's stock jumped by 14.29%, or 6 cents, to end at $0.48 (Amex: TPO).

The units were sold in three tranches - on June 18, June 26 and July 2 - to a group of investors led by High Capital Funding, LLC.

The 12% notes are due Dec. 17, 2007. The units also include one and one half shares of common stock for every dollar of principal purchased.

Proceeds will be used for working capital and general corporate purposes.

"In conjunction with our cost-reduction program, this offering is a very positive step toward building a more solid capital position to support the continuation of our operations," said James Bradshaw, the company's chief executive officer, in a statement.

"Management is committed to the long-term success of the company and is pleased that investors have recognized the growth opportunities that lie ahead of the company. This capital offers us the flexibility to produce the quality products our customers have come to expect from us. Our ultimate goal remains operating profitability."

For the quarter ended March 31, 2007, Tarpon reported a net loss of $2,569,891. For the same quarter of 2006, the company sustained a net loss of $2,855,316.

Based in Marysville, Mich., Tarpon manufactures and distributes engineered steel storage rack systems.

MIV stock slides

Moving to secondary market news, MIV Therapeutics Inc.'s stock settled lower on Monday, a day after the company sold $12.5 million in units.

The stock slipped by 3 cents on Monday, or 4.76%, to close at $0.60 (OTCBB: MIVT).

A group of institutional investors agreed to buy units of one share and one half-share warrant at $0.50 apiece. Each whole warrant is exercisable at $0.55 for five years.

The deal is set to close on July 10.

BMO Capital Markets Corp. was the placement agent.

Proceeds will be used for development of the company's drug-eluting stents, for commercial activities and for general corporate purposes.

Atlanta-based MIV develops drug-delivery systems for cardiovascular stents as well as other implantable medical devices.

Grill Concepts stock edges up

In other secondary market action, Grill Concepts, Inc.'s stock closed up slightly after completing a $14,092,400 private placement of units.

The company's stock gained 4 cents on Monday to end at $7.15 (Nasdaq: GRIL). The stock closed unchanged at $7.11 on Friday after the deal was announced.

The company issued units of 20 common shares and warrants for seven shares at $140.88 each to a group of investors that included Good Tasting LLC and Tuscany Oaks Partners I LLC.

Oppenheimer & Co., Inc. and Roth Capital Partners, LLC were the placement agents.

Proceeds from the deal will be used for an accelerated restaurant expansion program as well as debt reduction. The remainder will be used for working capital.

Grill Concepts, based in Los Angeles, operates 26 restaurants in California, Texas, Illinois, Oregon, Tennessee, Washington, D.C., and Washington State.

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