Convertibles issued to holders of series H, I convertible preferreds
By Angela McDaniels
Tacoma, Wash., Oct. 21 - Lighting Science Group Corp. sold $1.45 million of series J convertible preferred stock to Continental Casualty Co., UVE Partners LLC and LJH Partners, LP on Oct. 16.
The investors bought 1,449 preferreds for $1,000 each, according to an 8-K filing with the Securities and Exchange Commission.
The conversion price is $0.95, which is a 150% premium to the company's $0.38 closing share price on Oct. 15.
The convertibles were issued to the purchasers under their preemptive rights as holders of the company's series H and series I convertible preferreds. The issuance reduced the number of series J convertibles that affiliates of Pegasus Capital Advisors, LP are required to purchase under the Sept. 11 subscription agreement between the company, RW LSG Holdings LLC, PCA LSG Holdings, LLC and LSGC Holdings II LLC.
If the company completes an underwritten public offering where the gross proceeds are at least $100 million and the company's market capitalization immediately after the offering is at least $500 million, each series J preferred will automatically convert into a number of shares of common stock equal to the greater of (a) $1,000 divided by $0.95 and (b) the returned value divided by the price per share paid by the public in the underwritten public offering.
The returned value is $1,750 prior to May 26, 2014 and $2,000 after May 26, 2014.
The Satellite Beach, Fla.-based company makes illumination products that use light-emitting diodes as their light source.
| Issuer: | Lighting Science Group Corp.
|
| Issue: | Series J convertible preferred stock
|
| Amount: | $1,449,000
|
| Shares: | 1,449
|
| Price: | $1,000
|
| Conversion price: | $0.95
|
| Warrants: | No
|
| Investors: | Continental Casualty Co. (for $1,337,000), UVE Partners LLC (for $100,000) and LJH Partners, LP (for $12,000)
|
| Agent: | None
|
| Settlement date: | Oct. 16
|
| Stock symbol: | OTCBB: LSCG
|
| Stock price: | $0.38 at close Oct. 15
|
| Market capitalization: | $88.6 million
|
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