March 15, 2016 9:18am
Registered Direct Offering of shares and 50% warrant overhang to raise $4.1 M as CAPR closed at $2.20 - SELL
CAPR has entered into a Subscription Agreement with certain investors for the purchase and sale of 1,692,151 shares of common stock at a price of $2.40 per share and warrants to purchase up to 846,073 shares of common stock with an exercise price of $4.50 per share. The warrants will be exercisable six months and one day from the date of the closing of the offering and have a term of three years.
The closing of the offering is expected to take place on or about March 15, 2016, subject to the satisfaction of customary closing conditions.
SC&H Capital acted as placement agent in connection with the offering. Roth Capital Partners acted as financial advisor.
The Bottom Line: I told you … an offering was in the cards. CAPR had closed at $2.20 – so, why the $2.40 number? The gross proceeds of the offering are expected to be approximately $4.1 M, before deduction of placement agent fees and offering expenses. A small deal with a big warrant “play”… to offset being out-of-cash by Q3/16.
Interesting caveat … the warrants will be issued and are sold ... without registration ... under the Securities Act of 1933, as amended in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.
Accordingly, the Investors may only ... sell the shares of stock issuable upon exercise of the Warrants pursuant to an effective registration statement under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act.
NO more selling the share and clipping the warrant ... ?
CAPR was trading UP to $2.40 a +$0.20 or +9.28% - and is drooping <1:45 pm> to $0.17 or +6.51% with only ... 12,657 shares traded - talk about reverse psychology!
