By Devika Patel
Knoxville, Tenn., Jan. 28 - VisCorp, Inc. said it raised $5 million in the second tranche of a $15.23 million private placement of units. The company said it planned to raise $15 million on Jan. 17, the same day it completed the first tranche for $10.23 million.
Twenty-four investors bought a total of 102.25 note units at $100,000 apiece in the first tranche. In the second tranche, VisCorp sold an additional 50 units at that price.
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 in a previous release that it planned to register an additional 25 million series A convertible preferred shares. 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. In connection with the second financing, the company paid Tri Point warrants to purchase up to 500,000 common shares with an exercise price of $1.60, $2.50 and $3.00 per share. These warrants have the same terms as the warrants included in the units.
Proceeds will be used for working capital and general corporate purposes.
VisCorp is based in Sewickley, Pa.
| 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: | $15,225,000
|
| Units: | 152.25
|
| 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
|
| Fees: | Warrants to purchase up to 500,000 common shares
|
| Settlement dates: | Jan. 17 (for $10,225,000), Jan. 28 (for $5 million)
|
| 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
|
|
|
| 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
|
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