Remote Dynamics raises $5.75 million in note sale; Dalrada wraps $5 million PIPE

By Sheri Kasprzak

New York, Feb. 24 - Remote Dynamics, Inc. led private placement news to round out the week, sealing a $5.75 million offering of secured convertible notes.

The company is one of several tech issuers with offerings in the pipeline recently, despite some weakness in tech stocks earlier in the week.

"[Tech] stocks were stronger today, but really not so strong earlier this week," said one sellsider familiar with the sector. "There are some companies doing better than others so I think that's lending some optimism to investors."

In the Remote Dynamics offering, the company issued two-year secured convertible notes to a group of institutional investors. The notes are convertible into common shares at $0.20 each. The coupon of the notes could not be determined by press time Friday.

As of Jan. 23, Remote Dynamics had 8,390,937 outstanding common shares.

The investors will also receive callable series D-1 warrants for up to 17.5 million shares. Those warrants are only callable if the investors buy 17.5 million shares. The warrants are callable at the lesser of $0.35 or 90% of the daily volume average weighted price for the five trading days before call.

The investors received series A-7 warrants for 18.8 million shares, exercisable at $0.40 each; series B-4 warrants for 12.5 million shares, exercisable at $0.90 each; and series C-3 warrants for 25 million shares, exercisable at $0.21 each.

Midtown Partners & Co., LLC was the placement agent.

Proceeds will be used for working capital.

"With the closing of this transaction and our recently implemented cost-saving initiatives, we currently believe that the company has sufficient working capital to fund operations until the company achieves positive cash flow," said J. Raymond Bilbao, the company's chief operations officer, in a statement. "We are pleased with the vote of confidence placed in our newly revised business plan by our existing and new investors."

The company's stock remained unchanged Friday at $0.21 (OTCBB: REDI).

Moving to the company's latest earnings report, Remote Dynamics sustained a net loss of $7,719,000 for the quarter ended Nov. 30, 2005, compared with a net loss of $1,131,000 for the same period ended Nov. 30, 2004.

Remote Dynamics, based in Richardson, Texas, develops telematics-based management products for commercial fleets.

Dalrada raises $5 million

In another convertible note offering settled Friday, Dalrada Financial Corp. pocketed $5 million.

The 15% notes mature in two years and are convertible at a price equal to 75% of the applicable market price at conversion.

The notes were purchased by Longview Fund, LP; Longview International Equity Fund, LP; and Longview Equity Fund, LP.

The investors received warrants for 1,352,000 shares, exercisable at $0.005 each for seven years.

Connected to the offering, some of Dalrada's convertible note holders exchanged their notes plus interest and penalties for new notes with the same terms. Those notes total $2,545,093. Those noteholders include Longview Fund, LP; Alpha Capital AG; Balmore SA; and Howard Schraub.

News of the PIPE and of the restructuring sent the company's stock up 22.64%, or $0.0012, to end Friday at $0.0065 (OTCBB: DRDF).

Based in San Diego, Dalrada is a staffing company.

Bontan's $2.1 million offering

In the natural resources sector, Bontan Corp. Inc. priced a $2,125,000 private placement of units Friday.

The offering includes 8.5 million units of one share and one warrant. Each warrant is exercisable for two years at $0.35.

The deal is scheduled to close March 31.

The offering was priced Friday morning and the stock advanced by 8.57%, or 3 cents, to settle at $0.38 (OTCBB: BNTNF).

Proceeds will be used for the acquisition of natural resource projects and for working capital.

"Although we have over $3 million in cash and marketable securities, we believe it is prudent to raise additional capital to allow the company to participate in further natural resource projects," said Kam Shah, the company's chief executive officer, in a statement. "Upon completion of the placement, the company will have over $5 million and be in a strong position to grow."

Based in Toronto, Bontan invests in and operates natural resource projects.

GPC's €36.23 million deal

Internationally, GPC Biotech AG settled a €36,236,200 private placement of stock Friday with two investment companies owned by SAP AG co-founder Dietmar Hopp.

The investors purchased 2.86 million shares at €12.67 each.

Proceeds will be used to commercialize the company's anticancer candidate satraplatin.

"GPC is very hot-to-trot right now," said one sellside biotech stock trader who saw the deal early Friday.

The settlement was announced early Friday, and the company's stock advanced by $1.39, or 8.90%, to close the session at $17.00 (Nasdaq: GPCB).

Based in Martinsried, Germany, GPC is a biopharmaceutical company focused on developing treatments for cancer.

W3 leads Canadians

In light Canadian PIPE activity Friday, W3 Solutions Inc. priced a C$3.4 million senior convertible note offering.

The note, due in two years, bears interest at 12% annually and is convertible into units at C$0.09 each.

The units are comprised of one share and one warrant. Each warrant is exercisable at C$0.10 for two years.

Proceeds will be used for the repayment of loans and for the development of North American business initiatives.

The company's stock dropped by 30% Friday, or 3 cents, to end at C$0.07 (TSX Venture: WWI).

Based in Vancouver, B.C., W3 provides post-sale customer management solutions like extended service plans and customer support services.

PharmaFrontiers stock jumps 20%

A day after pricing a $23 million stock offering Thursday, PharmaFrontiers Corp.'s stock took off for the second straight session.

The stock gained 20%, or 10 cents, to end at $0.60 (OTCBB: PFTR).

The company's stock had advanced by 11.11% on Thursday.

In the placement, PharmaFrontiers plans to sell shares at $0.50 apiece to finance several clinical trials.

"Now that they actually have a deal on the table, it seems to be helping them enormously," said one market source who saw the deal. "This [the financing] is something that has been in the works for a long time and they definitely need the cash."

Proceeds from the deal will be used to fund the phase 2b clinical trials for Tovaxin - a vaccine for multiple sclerosis, the phase 1 clinical trials for the company's treatment of rheumatoid arthritis, and the preclinical trial for a stem cell technology used to treat type 1 diabetes.

Based in The Woodlands, Texas, PharmaFrontiers develops cell therapies to treat diseases like multiple sclerosis, rheumatoid arthritis and cardiac conditions.

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