By Laura Lutz
Des Moines, Jan. 18 - VisCorp, Inc. announced additional details of its $15 million private placement of units in an 8-K filing with the Securities and Exchange Commission.
Twenty-four investors bought a total of 102.25 note units in a $10.23 million first tranche.
VisCorp is also in discussions with two additional investors, according to a Thursday news release. Those investors may purchase between $3 million and $4.78 million of the units in a second closing on Jan. 31. The total placement size will not exceed $15 million.
Each unit consists of $100,000 principal amount of 10% convertible exchangeable notes due June 30, 2009, five-year class A warrants for 31,250 common shares and seven-year class B warrants for 31,250 shares.
The five-year warrants have a strike price of $2.50, and the seven-year warrants have a strike price of $3.00.
VisCorp said that it will register an additional 25 million series A convertible preferred shares within the next few business days. At that time, each $100,000 principal amount of notes will be automatically converted into 62,500 preferred shares.
After they are issued, the preferreds will bear dividends at 10% per year. Each preferred share, which will have a stated liquidation value of $1.60, will be convertible into one common share.
Tri Point Global Equities LLC is the placement agent.
Proceeds will be used to fund the expansion of Chengdu Tianyin Pharmaceutical Co., Ltd.'s manufacturing facility. Chengdu Tianyin is a subsidiary of Raygere Ltd., a corporation which VisCorp plans to acquire.
VisCorp is based in Sewickley, Penn.
| Issuer: | VisCorp, Inc.
|
| Issue: | Units of $100,000 principal amount of notes convertible into 62,500 series A convertible preferred shares, class A warrants for 31,250 shares and class B warrants for 31,250 shares
|
| Amount: | $15 million (maximum)
|
| Units: | 150 (maximum)
|
| Price: | $100,000
|
| Warrants: | Class A warrants for 31,250 common shares per unit; class B warrants for 31,250 common shares per unit
|
| Warrant expiration: | Five years (class A), seven years (class B)
|
| Warrant strike price: | $2.50 (class A), $3.00 (class B)
|
| Agent: | Tri Point Global Equities LLC
|
| Settlement date: | Jan. 17 (for $10,225,000)
|
| Stock symbol: | OTCBB: VSCO
|
| Stock price: | $0.45 at close Jan. 17
|
|
|
| Notes
|
| Amount: | $100,000 per unit
|
| Maturity: | June 30, 2009
|
| Coupon: | 10%
|
| Price: | Par
|
| Yield: | 10%
|
| Conversion ratio: | Each $100,000 into 62,500 preferred shares
|
| Warrants: | See above
|
|
|
| Preferred stock
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| Shares: | 62,500 upon conversion of $100,000 of notes
|
| Dividends: | 10%
|
| Liquidation value: | $1.60
|
| Conversion ratio: | Each preferred share into one common share
|
| Warrants: | See above
|
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