By Sheri Kasprzak
Atlanta, Feb. 17 - Viper Networks Inc. said it has closed a private placement for $5 million.
The company sold 6,666,667 shares to Potente Capital Inc.; Ellenallhatatlan Inc.; Nieodparty Inc.; Krachtig Inc.; and Bindes Holdings Inc.
Under the terms of the agreement, Viper received a total of $5 million in a U.S. Treasury bond and a stripped-interest security.
The offering was the first in a series of transaction including Viper, the investors, placement agent Cogent Capital Corp. and Investors Bank & Trust Co., the escrow agent. The bonds, stock and a cash premium of $50,000 will be deposited in escrow.
The deal also has a call option that allows Viper to repurchase 80% of the stocks at the then-current market price. That option expires in two years and may only be exercised on the expiration date.
In connection with the private placement Viper entered into a swap agreement with Cogent that allows Viper to receive or pay the price return on 75% of the shares issued in the offering, based upon a $0.20 per share base price in two years. Under the terms of the agreement, Viper will pay Cogent interest on the value of its bond account at a rate of Libor plus 125 basis points, and an amount equal to the decrease in Viper's stock over the closing price times 80% of the number of shares included in the private placement. Cogent agreed to pay Viper an amount equal to the increase in the stock price over the price at closing times 80% of the shares included in the private placement.
Based in Irvine, Calif., Viper designs and manufactures technologies that allow customers to make phone calls over the internet. The proceeds from the private placement will be used to enhance its balance sheet through increased assets and equity.
| Issuer: | Viper Networks Inc.
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| Issue: | Stock
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| Amount: | $5 million
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| Shares: | 6,666,667
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| Price: | Exchanged for Treasury bonds and a stripped-interest security
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| Warrants: | No
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| Placement agent: | Cogent Capital Corp.
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| Investors: | Potente Capital Inc.; Ellenallhatatlan Inc.; Nieodparty Inc.; Krachtig Inc.; and Bindes Holdings Inc.
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| Settlement date: | Feb. 4
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| Stock price: | $0.22 at close Feb. 4
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