Units each consist of 8% series A convertible debenture, two warrants
By Devika Patel
Knoxville, Tenn., Jan. 23 – One Horizon Group, Inc. amended the terms of the warrants it sold it its $3.5 million private placement of units on Jan. 20, according to an 8-K filed Monday with the Securities and Exchange Commission. TriPoint Global Equities, LLC was the agent for the deal, which settled on Dec. 22. The warrants will now have a cashless exercise clause.
The company sold 1,555,556 units at $2.25 apiece, with each unit consisting of an 8% series A convertible debenture and two warrants. The debentures are due in three years and convert to 1,555,556 common shares at $2.25, a 9.22% premium to the Dec. 19 closing share price of $2.06. It may be prepaid at 120.
The warrants are each exercisable for 1/25 of a common share. The four-year class C warrant is exercisable for a total of 388,889 shares at $3.00. The four-year class D warrant is exercisable for a total of 388,889 shares at $3.50. The warrant strike prices are 45.63% and 69.9% premiums to the Dec. 19 closing share price.
In addition, units include a performance warrant option that may be exercisable if certain conditions are met.
Proceeds will be used for promotion of Chinese Mobile apps, Asian partnerships and working capital.
The telecommunications company is based in Baar, Switzerland.
| Issuer: | One Horizon Group, Inc.
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| Issue: | Units of a series A convertible debenture and two warrants along with a performance warrant
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| Amount: | $3.5 million
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| Units: | 1,555,556
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| Price: | $2.25
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| Maturity: | Three years
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| Coupon: | 8%
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| Conversion price: | $2.25
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| Conversion ratio: | Into 1,555,556 common shares
|
| Call: | At 120
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| Warrants: | Two warrants and a performance warrant per unit
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| Warrant expiration: | Four years
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| Warrant strike price: | $3.00 (for 388,889 shares), $3.50 (for 388,889 shares)
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| Agent: | TriPoint Global Equities, LLC
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| Settlement date: | Dec. 22
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| Revised: | Jan. 20
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| Stock symbol: | Nasdaq: OHGI
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| Stock price: | $2.06 at close Dec. 19
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| Market capitalization: | $63.21 million
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