Got a chance to take a peek at IARC (old ALYD)? They paid for their upgrade from Stone issued on Friday.
biz.yahoo.com (Strong Buy)
freeedgar.com
Information Architects Corporation ("Company") has completed a private placement
of 4,033,000 shares of its common stock, par value $.001 ("Common Stock"), to
various investors (collectively "Investors") at a price of $1.83 per share,
resulting in total cash proceeds to the Company in the amount of $7,380,389.80
("Proceeds"). Stonegate Securities, Inc. acted as the placement agent for the
transaction and received 448,111 warrants to purchase shares of Common Stock,
exercisable at a price of $1.83
From S-3
freeedgar.com
OUR DEBENTURE FINANCING WILL REDUCE THE PERCENTAGE OWNERSHIP INTEREST OF
EXISTING STOCKHOLDERS AND MAY CAUSE A REDUCTION IN THE SHARE PRICE.
In July 1999, we raised $5 million by issuing debentures, which are
convertible into shares of our common stock. The debenture holder has converted
the debentures into 3,500,000 shares of common stock, and we will be required to
issue additional shares of common stock to the debenture holder. If the
debenture holder sells the common stock, this could result in an imbalance of
supply and demand for our common stock and a decrease in the market price of our
common stock.
OUR DEBENTURE FINANCING MAY CAUSE OTHER SIGNIFICANT CORPORATE ACTIONS BY US.
We will be required to issue more than 19.999% of our outstanding
common stock upon conversion of our outstanding debentures and exercise of the
related
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287,843 warrants with an exercise price of $2.7035. We have agreed that we will
seek shareholder approval to issue more than 19.999% of our outstanding common
stock. If we are unable to obtain shareholder approval for issuance of the
additional shares, we are required to remove ourselves from the NASDAQ stock
market, and to issue the number of shares required upon conversion of the
debenture.
OUR DEBENTURE FINANCING LIMITS OUR ABILITY TO ENTER FUTURE TRANSACTIONS AND THE
DEBENTURE HOLDERS CAN REQUIRE US TO REDEEM THE DEBENTURES AT A PREMIUM IF
CERTAIN EVENTS HAPPEN.
The debentures and related agreements contain significant covenants.
These covenants may limit our ability to enter into future transactions,
including financing transactions and transactions involving a change in control
or acquisition of us. The debenture holder can require us to redeem the
debentures, at a redemption price of 122% of the outstanding principal amount,
if at any time, we challenge, dispute or deny the right of the holder to convert
the debentures into shares of common stock or otherwise dishonor or reject any
conversion notice.
Bunch of other baggage, such as the need for capital, lawsuits, etc.. |
