By Laura Lutz
Kansas City, Kan., Dec. 28 - Celsius Holdings, Inc. arranged a private placement of convertible debentures for $1 million in cash and $5 million of convertible notes with the investor Golden Gate Investors, Inc.
The deal was announced in an 8-K filing with the Securities and Exchange Commission.
In each of four tranches, Celsius will issue $1.5 million principal amount of convertible debentures in exchange for $250,000 in cash and a $1.25 million promissory note from Golden Gate.
The Celsius convertibles bear interest at 7.75% per year. They are convertible into common stock at the lower of $1.00 and 80% of the average of the three lowest daily volume weighted average prices during the 20 trading days before conversion.
The Golden Gate notes mature on Feb. 1, 2012. Golden Gate will be required to make monthly installation payments of $250,000 given conditions including registration of the shares underlying the debentures.
Golden Gate may choose the timing of the second, third and fourth tranches.
Based in Delray Beach, Fla., Celsius specializes in business communications.
| Issuer: | Celsius Holdings, Inc.
|
| Issue: | Convertible debentures
|
| Amount: | $1 million in cash plus $5 million of notes
|
| Coupon: | 7.75%
|
| Price: | Par
|
| Yield: | 7.75%
|
| Conversion price: | Lower of $1.00 and 80% of three lowest daily VWAPs for 20 trading days before conversion
|
| Warrants: | No
|
| Investor: | Golden Gate Investors, Inc.
|
| Pricing date: | Dec. 19
|
| Stock symbol: | OTCBB: CSUH
|
| Stock price: | $0.16 at close Dec. 19
|
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