Toxic Filings

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QTWW Convert note $11M

Lot of these in past, dips usually before recovers.

Quantum Technologies Signs Definitive Agreements for $11.0 Million Private Placement of Convertible Notes and Warrants

Last update: 9/16/2013 9:00:00 AM

LAKE FOREST, Calif., Sept. 16, 2013 /PRNewswire via COMTEX/ -- Quantum Fuel Systems Technologies Worldwide, Inc. (QTWW) (the "Company"), a global leader in natural gas storage systems, integration and vehicle system technologies, announced today that it has entered into definitive agreements with certain accredited investors for a private placement of 2% senior secured convertible notes in the cumulative principal amount of $11.0 million and warrants (the "Offering"). Mr. Kevin Douglas of Larkspur, California, led the transaction with an investment of $10.0 million. The terms of the offering satisfy the requirements of NASDAQ to be considered an above market value transaction and as such, members of the Company's management team and board of directors also participated in the offering, including W. Brian Olson, the Company's Chief Executive Officer and Bradley Timon, the Company's Chief Financial Officer. The closing of the Offering is expected to occur on or around September 18, 2013. The Company will use approximately $7.3 million of the proceeds to retire bridge debt that matures over the next 45 days. The remainder will be used for general working capital. Craig-Hallum Capital Group LLC acted as the Company's placement agent.

The principal and interest due under the notes is payable on the fifth anniversary of the closing, subject to the investors' put right that may be exercised during the thirty day period following the third anniversary of the closing. Subject to certain beneficial ownership limitations, the notes are convertible at any time into shares of the Company's common stock at a conversion price per share of $2.3824, which represents a 3.6% premium to the previous closing price for a share of the Company's common stock. The notes are secured by a second lien position on substantially all of the assets of the Company's continuing operations.

The investors received warrants to purchase up to 3,411,235 shares of the Company's common stock at an exercise price of $2.30 per share. The warrants cannot be exercised for six months following the closing and expire in March 2019.

Pursuant to the terms of the definitive agreements, Mr. Douglas was given the right to appoint one individual to serve on the Company's board of directors for as long as any of the convertible notes remain outstanding.

The full terms of the transaction will be filed with the Securities and Exchange Commission in a Current Report on Form 8-K on or around September 17, 2013.

The securities are being offered and sold solely to accredited investors on a private placement basis. The Company has agreed to file a registration statement covering resales of the shares underlying the notes and warrants within 90 days following the closing.

This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any state or jurisdiction.