Discounted notes are sold with five-year warrants for 3,676,470 shares
By Devika Patel
Knoxville, Tenn., Sept. 16 – Adaptive Medias Inc. completed a $1.25 million private placement of original issue discount convertible debentures on Sept. 14, according to an 8-K filed Wednesday with the Securities and Exchange Commission. The deal priced on Sept. 4.
The $1,470,588 notes were issued at a 117.65% premium to the $1.25 million purchase price. The debentures are due on Sept. 3, 2016 and convert to common shares at $0.30 per share.
Beginning six months after the issuance date, the company will redeem one-sixth of the principal amount of the debentures each month at par plus a 1.5% prepayment penalty. The purchasers may, at their election, decline this redemption payment and convert the payment amount to common stock at a conversion price equal to the lesser of $0.30 or 80% of the lowest volume-weighted average price in the 20 trading days prior to the redemption payment date.
In addition, the investors received warrants for 3,676,470 shares. Each warrant is exercisable at $0.50 for five years.
The conversion price of the notes and the strike price of the warrants are a 33.33% discount and 11.11% premium, respectively, to the Sept. 3 closing share price of $0.45.
The content syndication and monetization company is based in Irvine, Calif.
| Issuer: | Adaptive Medias Inc.
|
| Issue: | Original issue discount convertible debentures
|
| Amount: | $1,470,588
|
| Maturity: | Sept. 3, 2016
|
| Price: | $1.25 million
|
| Conversion price: | $0.30
|
| Redemption: | Beginning six months after the issuance date, the company will redeem one-sixth of the debentures each month at 101.5% of par
|
| Warrants: | For 3,676,470 shares
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $0.50
|
| Pricing date: | Sept. 4
|
| Settlement date: | Sept. 14
|
| Stock symbol: | OTCBB: ADTM
|
| Stock price: | $0.45 at close Sept. 3
|
| Market capitalization: | $7.01 million
|
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