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Published on 12/23/2005 in the Prospect News PIPE Daily.

New Issue: TrueYou.Com raises $15.3 million from sale of convertibles

By Sheri Kasprzak

New York, Dec. 23 - TrueYou.Com, Inc. said it has completed a private placement of series D convertible preferred stock for $15.3 million.

The company sold 1,530 shares of the preferreds at $1,000 each to North Sound Capital LLC and Valesco Capital Management LP.

The preferreds are initially convertible into a total of 507,545,142 common shares.

The investors also received warrants for 2,394.8396 shares, exercisable at a price equal to the exercise price of the series B preferred warrants - $2,112.54 - divided by the conversion ratio. The warrants expire Sept. 21, 2010.

Also, the company issued 27,926.4689 shares of series B convertible preferred stock and 8,452.0222 shares of series C convertible preferred stock to the shareholders of Advanced Aesthetics, Inc. in exchange for all of AAI's common stock.

Each series B preferred and each series C preferred is convertible into 10,000 common shares.

The AAI holders also received warrants for 3,970.0363 shares of series B preferred stock. The warrants are exercisable at $2,112.54 each for five years.

Based in New York, TrueYou.Com develops self-improvement products like books and tapes.

Issuer:TrueYou.Com, Inc.
Issue:Series D convertible preferred stock
Amount:$15.3 million
Shares:1,530
Price:$1,000
Conversion ratio:Into 507,545,142 common shares
Warrants:For 2,394.8396 shares
Warrant expiration:Sept. 21, 2010
Warrant strike price:Equal to the strike price of the series B preferred warrants - $2,112.54 - divided by the conversion ratio
Investors:North Sound Capital LLC and Valesco Capital Management LP
Settlement date:Dec. 22
Stock price:$0.25 at close Dec. 22

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