By Laura Lutz
Des Moines, Nov. 3 - Advanced Biophotonics Inc. arranged a $2 million private placement with AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners, II, LLC.
The investors received $2 million of secured convertible notes and warrants for 40 million shares.
The three-year notes bear interest at 8% unless the company's stock trades over $0.10 each day for a month, in which case no interest will be payable during that month.
The notes are convertible at a 40% discount to the average of the three lowest trading prices of the company's stock during the 20 trading days prior to conversion.
In any month in which the current stock price is exceeds $0.069, the company may chose to stay conversions for the month by paying the outstanding principal and interest due for that month.
The warrants are exercisable at $0.08 for seven years.
The conversion price of the notes and exercise price of the warrants may be adjusted if the company takes any action that would dilute the selling stockholder's position.
The purchasers may not convert the notes or exercise the warrants when doing so would not cause their total portion of the company's common stock to exceed 4.99%.
Proceeds will be used for the company's commercialization of its BioScanIR system and for working capital.
Advanced BioPhotonics, based in Bohemia, N.Y., develops medical-imaging applications using infrared technology.
| Issuer: | Advanced Biophotonics Inc.
|
| Issue: | Secured convertible notes
|
| Amount: | $2 million
|
| Maturity: | Three years
|
| Coupon: | 8%
|
| Price: | Par
|
| Conversion rate: | 40% discount to the average of the three lowest trading prices for 20 trading days prior to conversion
|
| Warrants: | For 40 million shares
|
| Warrant expiration: | Seven years
|
| Warrant strike price: | $0.08
|
| Investors: | AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, New Millennium Capital Partners, II, LLC
|
| Settlement date: | Oct. 31
|
| Stock symbol: | OTCBB: ABPH
|
| Stock price: | $0.055 at close Oct. 31
|
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