Deal related to reverse merger, including conversion of bridge notes
By Susanna Moon
Chicago, July 12 - Boldface Group, Inc. closed an initial $2.05 million private placement of units in connection with a reverse merger, which includes the conversion of $1,925,030 bridge notes sold for the merger.
The company sold 8,200,120 units of one share and one warrant at a price of $0.25 each.
The offering was made on an "all or nothing" basis for a minimum of 8 million units and on a "best efforts" basis for a maximum of 20 million units, according to a company press release. If the deal is oversubscribed, the placement agent and the company have the option to offer an additional 3 million units. The offering for the remaining units continues after the closing of the merger.
The reverse merger was completed on July 12 and Boldface Licensing + Branding became a wholly owned subsidiary of the company, the release noted.
As previously reported, the company completed its $1.93 million private placement of 10% secured convertible promissory notes on June 4 to make a secured bridge loan to Boldface Licensing + Branding for a possible business combination of the two companies.
Each note is due in six months and they convert to units of one common share and two warrants at $0.25 per unit.
Each of the first warrants is exercisable into stock at $1.00 per common share for five years. The second warrants are exercisable for five years into a number of shares equal to the number of units into which the notes are convertible. Half of the second warrants are exercisable at $0.25 and half at $0.50.
On the initial closing date, holders of converted bridge notes also received 7,700,120 five-year bridge warrants, 3,850,060 of which are exercisable at $0.25 per share and 3,850,060 of which are exercisable at a price of $0.50 per share.
The development-stage company, formerly doing business as Max Cash Media, Inc., is based in Great Neck, N.Y. It is in the business of licensing entertainment and celebrity and designer brands for opportunities in the beauty market.
| Issuer: | Boldface Group, Inc.
|
| Issue: | Secured convertible promissory notes
|
| Amount: | $2,050,030
|
| Maturity: | Six months
|
| Coupon: | 10%
|
| Conversion price: | $0.25
|
| Warrants: | Two warrants per unit upon conversion
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $1.00, $0.25, $0.50
|
| Settlement dates: | May 16, May 17 (for about $1.5 million), May 31 (for $425,000)
|
| Stock symbol: | OTCBB: BLBK
|
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