Eyes on the Street
Weekly Update on PIPE and Reverse Merger News
March 13, 2012
PIPES and M&A
Energy Focus, Inc. Receives a $4.9 Million Investment
March 5 (OTCBB: EFOI)- Energy Focus, Inc. received a $4.9 million equity investment that agreed to purchase 19.6 million units for $0.25 per unit. Each unit consists of one share and one-half warrant at an exercise price of $0.54 per share.
American Standard Energy Acquires Land and Oil from Related Party Geronimo
March 5 (OTCBB: ASEN)- American Standard Energy Corp. today announced closed and funded its acquisition of approximately 72,300 net acres and approximately 250 barrels of oil equivalent per day of production from privately held Geronimo Holding Corporation which is controlled by ASEN’s majority stockholder and director, Randall Capps. American Standard paid Geronimo $10 million cash, an unsecured, subordinated note paid in the principal amount of $35 million, and five million shares of American Standard Energy's common stock, valued at $2.70 per share.
Aastrom Raises $40mm
March 9 (NASDAQ: ASTM)- Aastrom Biosciences, Inc. sold 12,308 shares of Series B-1 Non-Voting Preferred Stock to Eastern Capital Limited at a price of $3,250.00 per share. These shares are convertible into shares of the company’s common stock at a conversion price of $3.25 per share of common stock for five years and carry an 11.5% annual dividend.
Universal American Corp. Acquires APS Healthcare
March 2 (NYSE: UAM)- UAM paid $227.5 million for APS Healthcare, consisting of approximately $150.5 million in cash, retirement of APS Healthcare’s outstanding debt and approximately $77.0 million in equity, consisting of 6,504,461 shares of voting Common Stock. UAM also agreed to an earn out of up to $50 million in potential performance based consideration, payable in cash in March 2014 to the extent APS Healthcare’s financial results exceed certain thresholds.
Webxu Inc. Completes Debt Financing for $1.0mm
March 1 (OTCBB: WBXU)- Webxu, Inc. borrowed $1.0mm from Breakwater Structured Growth Opportunities Fund L.P. The company issued Breakwater a Senior Secured Promissory Note with principal in the amount of $1,200,000 for a loan by Breakwater to the Company of $1,000,000. The note matures on May 13, 2012. Interest accrues at 12% per annum and increases by an additional 8% upon a default. The company also issued a warrant to purchase up to 1,000,000 shares of its common stock at $1.50 per share. This warrant contains piggyback registration rights, and expires on March 1, 2017.
Tonix Pharmaceuticals Inc. Raises $2mm
March 9 (OTCBB: TNXP)- The company closed on approximately $2.0 million in a private placement offering to institutional and accredited investors. The company closed on a tranche for $4.3 million in January 2012, for a total net proceeds of $5.9 million. Dawson James Securities acted as the company’s exclusive placement agent for the offering.
Reverse Mergers and APOs
Andover Games Completes APO for $2mm
Mar 2 (OTC BB: ASCQ)- Shell company Ascend Acquisition and San Francisco-based mobile gaming company, Andover Games, LLC completed a reverse merger. Simultaneously with the closing of the merger, Ascend Acquisition completed a private placement of 4 million shares of common stock at $0.50 per share, resulting in $2 million in gross proceeds to the Company.
Vault America Inc. Goes Public and Raises $72,000
Feb 29 (OTCBB: VAMA)- Vault America, Inc. and The Green Polka Dot Box, Inc. closed an APO and simultaneously raised $72,000. The Green Polka Dot Box is online membership club for the purchase of natural and organic foods. Midtown Partners & Co LLC was involved in the transactions.
OwnerWiz Realty Goes Public
March 5 (OTCBB: EZJR)- Shell company EZJR and OwnerWiz Realty Inc. completed a reverse merger. According to the company’s filings, OwnerWiz Realty Inc. is a Georgia licensed real estate company that provides service and products for first time home buyers and clients re-entering the path to home ownership.
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