Analysis of the Form SC 13D for Procept Inc. filed on July 10, 1997
Highlights:
1. Paramount Capital has 5,973,334 shares of purchased Common Stock (C.S.) that my be voted, this represents 30.3% of the outstanding vote.
2. In addition, Paramount Capital has:
a. 12% Senior Convertible Notes "the A Notes" for $70,000 issued to Aries Domestic and $130,000 issued to Aries Trust. Convertible upon the holder's election into either C.S. or Series A Convertible Preferred Stock (P.S.).
b. Class A Warrant for the Purchase of 959,944 shares of C.S. issued to Aries Domestic. Exercise price of $0.5859.
c. Class A Warrants for the Purchase of 1,782,752 shares of C.S. issued to Aries Trust. Exercise price of $0.01.
d. Class B Warrant for the Purchase of 2,660,746 shares of C.S. issued to Aries Domestic. Exercise price of $0.59.
e. Class B Warrant for the Purchase of 4,941,386 share of C.S. issued to Aries Trust. Exercise price of $0.5859
3. Items 1 + 2 (if exercised) = 16,744,828 shares of C.S., 55% of outstanding vote.
4. On June 29, 1997, Procept entered into a Letter of Intent with Paramount Capital, Inc. pursuant to which it is contemplated that Paramount Capital, Inc. will act as financial advisor and placement agent for the Issuer in future capital raising and other strategic transactions.
5. Paramount Capital has the right to appoint a majority of the members of the Board of Directors of Procept.
6. Upon the amendment of Procept's Certificate of Incorporation, Paramount Capital may put their Common Stock to the Issuer for 28,000 shares of Series A Convertible P.S.
7. I didn't understand the discussion of Dilution Value. My assumption is that it protects Paramount's investment.
8. Page 7 of 14 mentions the "Approval Date" of September 30, 1997. Anyone know what this is? Does the amendment and issue of P.S. have to be completed by this date?
If #1-6 are incorrect or you know the answer to #7-8, please feel free to contact me. Thanks. |
