Toxic Filings (TOXIC)

[e-ore]

You're welcome!

[Orangeman3]

Hey Thank You!!!

[e-ore]

Try secfilings.com
You have to give them an email address but once you've signed up (no charge) you can search for SEC filings by type.

[Orangeman3]

NPWZ files REG D On 8/16/2013

13. Offering and Sales Amounts

Total Offering Amount $ 12000000 USD o Indefinite
Total Amount Sold $ 1316169 USD
Total Remaining to be Sold $ 10683831 USD o Indefinite


Clarification of Response (if Necessary)
This Amendment to Form D filed with the Commission on November 28, 2011, includes Rule 506 subscriptions received from 10 accredited investors since that filing and increases the total Offering Amount to accommodate potential new accredited investors.

[Orangeman3]

Where can we get a list of all REG Ds filed this year? TIA

[lemmy]

"Nice" sucker move up over the past two trading days. What a turd.

[sludgehound]

ASTM offer at 0.30 29M

Many doing this lately, not many intraday though.

Aastrom Biosciences, Inc. Announces Pricing of Public Offering of Common Stock and Warrants
GlobeNewswirePress Release: Aastrom Biosciences, Inc. – 22 minutes ago...

ANN ARBOR, Mich., Aug. 13, 2013 (GLOBE NEWSWIRE) -- Aastrom Biosciences, Inc. (ASTM), the leading developer of patient-specific, expanded multicellular therapies for the treatment of severe, chronic cardiovascular diseases, announced today that it has priced a public offering of 29,000,000 shares of its common stock, and warrants to purchase up to an aggregate of 29,000,000 shares of common stock, at a price to the public of $0.30 per share. The warrants have a per share exercise price of $0.37, are exercisable immediately, and expire five years from the date of issuance.

The gross proceeds to Aastrom from this offering are expected to be approximately $8,700,000 before deducting underwriting discounts and commissions and other estimated offering expenses. All of the shares in the offering are to be sold by the Company.

The Company intends to use the net proceeds from the offering to conduct its clinical development programs including the Phase 2b ixCELL-DCM clinical trial, working capital needs, and for other general corporate purposes.

Aastrom has also granted the underwriters a 45-day option to purchase up to an additional 4,330,000 shares of common stock and/or up to 4,330,000 additional warrants to cover over-allotments, if any. The offering is expected to close on or about August 16, 2013, subject to customary closing conditions.

Aegis Capital Corp. is acting as sole book-running manager for the offering.

Maxim Group LLC is acting as a co-manager for the offering.

A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on August 13, 2013. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus may also be obtained from the offices of Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY, 10019, via telephone at [phone], or via email at [e-mail].

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

About Aastrom Biosciences

Aastrom Biosciences is the leader in developing patient-specific, expanded multicellular therapies for use in the treatment of patients with severe, chronic cardiovascular diseases. The company's proprietary cell-processing technology enables the manufacture of ixmyelocel-T, a patient-specific multicellular therapy expanded from a patient's own bone marrow and delivered directly to damaged tissues. Aastrom has advanced ixmyelocel-T into late-stage clinical development, including a Phase 2b clinical trial in patients with ischemic dilated cardiomyopathy. For more information, please visit Aastrom's website at www.aastrom.com.

[sludgehound]

OPXA ah down on $12M offering $1.50

Close day 2.99 +1.66 +132% and ah 2.49 -.43 on 295K shrs.
Looks like another SCON type play. Need lots patience with these.
No revs drug play with Yr Low 0.35 H 5.19

Aug. 7, 2013, 9:09 p.m. EDT

Opexa Therapeutics, Inc. Announces Pricing of Public Offering of Common Stock

THE WOODLANDS, Texas, Aug 07, 2013 (BUSINESS WIRE) -- Opexa Therapeutics, Inc. /quotes/zigman/13239615/quotes/nls/opxa OPXA +131.75% , a biotechnology company developing Tcelna(R), a patient-specific T-cell immunotherapy for the treatment of multiple sclerosis (MS), today announced the pricing of an underwritten public offering of 12 million shares of its common stock at a price to the public of $1.50 per share. The gross proceeds to Opexa from this offering are expected to be approximately $18 million, before deducting underwriting discounts and commissions and other estimated offering expenses. All of the shares in the offering are to be sold by Opexa. Opexa has also granted the underwriters a 30-day option to purchase up to an additional 1.8 million shares of common stock to cover over-allotments, if any. The offering is expected to close on or about August 13, 2013, subject to customary closing conditions.

Opexa intends to use the net proceeds from the offering to fund further clinical development of Tcelna in an ongoing Phase IIb clinical study of patients with Secondary Progressive MS as well as the expenses of its operations during such development and for general corporate purposes. Opexa may also use a portion of the net proceeds to repay all or a portion of its outstanding convertible secured promissory notes.

Aegis Capital Corp. is acting as sole book-running manager in this offering.

A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on August 7, 2013. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus may also be obtained from the offices of Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY, 10019, via telephone at [phone], or via email at prospectusaegiscap.com.

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

About Opexa

Opexa's mission is to lead the field of Precision Immunotherapy(TM) by aligning the interests of patients, employees and shareholders. The Company's leading therapy candidate, Tcelna(R), is a personalized T-cell immunotherapy that is in a Phase IIb clinical development program (the Abili-T trial) for the treatment of Secondary Progressive MS. Tcelna is derived from T-cells isolated from the patient's peripheral blood, expanded ex vivo, and reintroduced into the patients via subcutaneous injections. This process triggers a potent immune response against specific subsets of autoreactive T-cells known to attack myelin.

About Multiple Sclerosis (MS)

Multiple Sclerosis is a chronic, inflammatory condition of the central nervous system and is the most common, non-traumatic, disabling neurological disease in young adults. It is estimated that approximately two million people have MS worldwide.

While symptoms can vary, the most common symptoms of MS include blurred vision, numbness or tingling in the limbs and problems with strength and coordination. The relapsing forms of MS are the most common. The Secondary Progressive form of MS represents about a third of the MS patient population.

About Tcelna

Tcelna(R) is a potential personalized therapy that is under development to be specifically tailored to each patient's disease profile. Tcelna is manufactured using ImmPath(TM), Opexa's proprietary method for the production of a patient-specific T-cell immunotherapy, which encompasses the collection of blood from the MS patient, isolation of peripheral blood mononuclear cells, generation of an autologous pool of myelin-reactive T-cells (MRTCs) raised against selected peptides from myelin basic protein (MBP), myelin oligodendrocyte glycoprotein (MOG) and proteolipid protein (PLP), and the return of these expanded, irradiated T-cells back to the patient. These attenuated T-cells are reintroduced into the patient via subcutaneous injection to trigger a therapeutic immune system response.

Opexa is currently conducting a Phase IIb study of Tcelna. Named "Abili-T," the trial is a randomized, double-blind, placebo-controlled clinical study in patients who demonstrate evidence of disease progression with or without associated relapses. The trial is expected to enroll 180 patients at approximately 30 leading clinical sites in the U.S. and Canada with each patient receiving two annual courses of Tcelna treatment consisting of five subcutaneous injections per year. The trial's primary efficacy outcome is the percentage of brain volume change (atrophy) at 24 months. Study investigators will also measure several important secondary outcomes commonly associated with MS, including disease progression as measured by the Expanded Disability Status Scale (EDSS), annualized relapse rate and changes in disability as measured by EDSS and the MS Functional Composite.

For more information visit the Opexa Therapeutics website at www.opexatherapeutics.com.

Cautionary Statement Relating to Forward - Looking Information for the Purpose of "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

[e-ore]

GYPH - BK filing. From 8k filed 8/1/13:

"Item 1.03 Bankruptcy or Receivership.

On July 29, 2013, Gryphon Gold Corporation (the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 (“Chapter 11”) of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code”). The Chapter 11 case is being administered under the caption “In re Gryphon Gold Corporation,” Case No. 13-51496. The Company remains in possession of its assets and continues to operate its business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court."

[sludgehound]

WAVX $1.5M Stock Offering after R/S

Close was 1.35 1.22x1.45 pre open. Has said R/S regained Nasdaq standing.

07/26/2013 08:00 *DJ Wave To Complete $1.5 M Stk Offering

[e-ore]

NECA - From 10q released 7/15/13:

"The Company has received notice of default from Fairhills on June 20, 2013 and therefore it may become subject to a judgment under the Loan should Fairhills not be prepared to negotiate a settlement. To date, no court action has been taken by Fairhills."

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9399024

[sludgehound]

When hedge funds call Don Draper, run

Here comes the private placement rush even bigger than already is.

http://www.marketwatch.com/story/when-hedge-funds-call-don-draper-run-2013-07-12

July 13, 2013, 7:49 a.m. EDT

When hedge funds call Don Draper, run
Jaffe: What to look out for as SEC lifts 80-year-old ban on advertising
By Chuck Jaffe, MarketWatch
The late comedian Groucho Marx was reported to have said that he didn’t care to belong to any club that would have him as a member.

Were Marx — known for being a savvy investor himself — alive today, he would be adapting his philosophy to say that he wouldn’t invest in any hedge fund or private-placement that would have him as an investor.

That is the stance that most investors should be taking now that the Securities and Exchange Commission has lifted an 80-year-old ban on advertising by hedge funds, buyout firms and startup companies seeking capital. The rule was included last year in the Jumpstart Our Business Startups (JOBS) Act, which was seeking to give small businesses — and job creation — a boost amid economic stagnation and the lingering fallout of the financial crisis of 2008.

By the time the leaves turn this fall, investors can expect to see the first general ads for private offerings — a category that hedge funds and buyout firms, technically, fall into — with firms first sitting out a 60-day waiting period and then being required to give the SEC at least 15 days’ notice before beginning their solicitations.

The more advertising investors see, the more worrisome the SEC decision, because the regulatory body largely failed to put in safeguards, content instead to let the situation play out and then use problem cases and trouble signs to refine the rules going forward.

Proponents of the new rules like the simplistic approach here, noting that by limiting the general advertising to “accredited investors” — people with annual income of more than $200,000 in each of the last two years, or with net income excluding their primary residence of $1 million — unsolicited sales pitches for private placements will only wind up in the hands of sophisticated investors.

Also see: How to advertise your hedge fund

That is wishful thinking; you don’t have to read too many Bernie Madoff stories to know that the largest fraud in Wall Street history — a Ponzi scheme based on imaginary investments held in hedge-fund investments — hit a lot of people who fell below the accredited-investor line, and proved that “accredited” doesn’t necessarily mean “sophisticated.”

Click to Play Jaffe: How to achieve the American dreamAs the nation celebrates its birthday, it’s a good time to see how the American dream looks different now than for generations past. Chuck Jaffe joins MoneyBeat.

And for anyone who thinks the private-placement market doesn’t deserve much attention from the SEC, considering all it has to do to oversee public stock offerings and debt deals, consider that in 2011 (the most recent year for which numbers are available) the amount of money raised in private offerings was roughly $900 million, or three-quarters of the total raised in public stock and debt deals. That gap will shrink with the law’s new encouragement.

Barbara Roper, director of investor protection for the Consumer Federation of America, thinks the SEC just declared open season on investors. She imagined the sales pitch this week during an appearance on my radio show, MoneyLife: “Now you too can invest in these kind of investments that were once only available to the wealthy few.”

“Never mind,” she continued, “that the reason that access to these investments was restricted in the past is that most startup companies fail, that won’t be in the conversation. … If you live in a retirement enclave, a wealth retirement community, I would expect to start getting inundated with these kinds of offerings.”

Expect the private offerings and hedge funds to go that route because accredited investors represent just 7.6 million households, or 7% of the total, so mass-marketing via television or magazines likely will be seen as impractical, and will also hold the risk of attracting too many people who lie about their status in order to get in the door; more-focused solicitations at least give the impression that the ads aren’t casting a wide net, and that any average investor who gets snared in a bad situation got there more by accident than by being a targeted sucker.

Targeted or not, however, it is important to recognize that there is a good chance that anyone falling for this stuff almost certainly is playing the sucker.

No one is going direct to the public with private offerings because they think it is in the public’s best interest; they’re going this route largely as a last resort.

Said Roper: “The top offerings — the things you really want, the ones that are really attractive either because they are very successful hedge funds or very hot startup companies -- aren’t going to resort to this kind of marketing. The offerings that are going to resort to mass marketing are the ones that can’t raise sufficient capital through the traditional methods.

“So, by definition, this mass marketing is going to largely consist of the weakest offerings in this market.”

Even the supporters of the SEC’s action acknowledge that investors who pursue these deals will be heading into areas where the danger is particularly high.

Ryan Caldbeck, president of CircleUp.com — a crowdfunding/investment firm that works with startup companies in consumer and retail businesses — noted that “this won’t have an effect at all on the tech companies; it won’t be notable in the Silicon Valley because tech companies there have so many sources of funding and the companies know where to go to get it, so the only tech companies that will take advantage of general solicitation are the ones that have been passed over by the conventional channels.

“In other areas, however, where companies have to spend a lot of time trying to find investors because there isn’t such a well-defined support group, that is where general solicitation could help companies and where investors could find real opportunities,” he added. “But this is a high-risk illiquid asset class … part of the reason is that private businesses have a high failure rates … and investors who get these general solicitations need to realize that.”

In short, individual investors are being invited to join the club, to sit at the big table. It isn’t nearly as exciting as the solicitations likely will make it sound, and like the neighborhood poker game, players who can’t recognize where the “dead money” is in the game most likely can find the biggest fish at the table simply by looking in a mirror.

In time, general solicitation with limited investor protection may not prove to be the horror show that critics are suggesting, but savvy investors — accredited or otherwise — will watch that story play out from the sidelines, rather than rushing to join a club they most likely have no business being in

[sludgehound]

MACK down on stk offers & convert senior notes.

10am down at close and AH
Shares of Merrimack Pharmaceuticals (NASDAQ: MACK) were down 14.09 percent to $6.01 after the company announced proposed concurrent public offerings of common stock and convertible senior notes.

4:15pm
Merrimack Pharmaceuticals (NASDAQ: MACK) fell 28 percent on the session after the company announced that it plans to offer $50 million in stock and $75 million in convertible senior notes.

Restoration Hardware (NYSE: RH) fell around 5 percent after the company announced that selling stockholders are offering 12 million shares.
--------
Last Night AC and Ben B talking. Might be a bounce if dips further to $4.50 which often is the shake on these pharms when oversold. Sell at $4 to avoid $2. Target back to prior recent high $7. High risk in light of monster volume & percent decline. Not unlike ISRG. lol.

Merrimack Announces Proposed Concurrent Public Offerings of Common Stock and Convertible Senior Notes
4:04p ET July 10, 2013 (Benzinga)

Merrimack Pharmaceuticals, Inc. (Nasdaq: MACK) today announced its intention to offer, subject to market and other conditions, $50 million of its common stock and $75 million in aggregate principal amount of its convertible senior notes due 2020 (the "Notes") in concurrent underwritten public offerings pursuant to Merrimack's effective Registration Statement on Form S-3 (File No. 333-186369) (the "Registration Statement").

Merrimack expects to grant the underwriters in the common stock offering an option, exercisable for 30 days, to purchase up to an additional $7.5 million of its common stock and to grant the underwriters in the Notes offering an option, exercisable for 30 days, to purchase up to an additional $11.25 million in aggregate principal amount of the Notes. The interest rate, conversion rate, conversion price and other terms of the Notes offered in the Notes offering and the public offering price of the shares of common stock offered in the common stock offering will be determined by negotiations between Merrimack and the underwriters in the respective offerings.

Merrimack expects to use the net proceeds from both offerings to complete the clinical development of, seek marketing approval for and fund pre-approval commercial efforts for MM-398 for the treatment of patients with metastatic pancreatic cancer whose cancer has progressed on treatment with the chemotherapy drug gemcitabine, to partially fund the clinical development of other clinical stage product candidates (including MM-398 for indications other than pancreatic cancer), to fund pre-clinical and research and development efforts and for other general corporate purposes.

[e-ore]

UGNE - BK From 8k filed 7/2/13:

"Bankruptcy or Receivership.
On July 2, 2013, Unigene Laboratories, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code (the “Code”) in the United States Bankruptcy Court of the District of New Jersey (the “Bankruptcy Filing”). The Chapter 7 case is being administered under case No. 13-24696.

As a result of the Bankruptcy Filing, a Chapter 7 trustee will be appointed by the Court and will assume control of the Company. The remaining assets of the Company will be liquidated in accordance with the Code."

[sludgehound]

NBG -27.5% p-o on 2.3B new shares

NBG -27.5% also 2.3 bln new common shares commenced trading on the Athens Exchange today

[sludgehound]

BEP, ORMP, FIVE up pre-o offering postponements. AHT down.

Sign of power of these offerings.

BEP +7.1% (announces postponement of proposed offering), ORMP +5.2% (announces withdrawal of proposed underwritten public offering), FIVE +4.3% (postpones its proposed secondary offering due to current capital market conditions),

Ashford Hospitality Trust (AHT) prices its 11M share secondary at $12 each, with proceeds set to fund the spinoff of Ashford Hospitality Prime. An ill-timed offering - AHT shares fell 8.5% yesterday and are off another 3.8% premarket to $11.97.

[sludgehound]

BFGC unreg shelf offer, price fell

http://ih.advfn.com/p.php?pid=squote&symbol=BFGC

[sludgehound]

pre-open losers on share offerings

Dig thru for share offers.

FIVE -6.3% ( launches secondary offering of 8,563,172 shares of its common stock by selling shareholders), UL -2.5% ( plans to increase stake in Hindustan, according to reports), HLSS -2% (Home Loan Servicing files for 12.5 mln share common stock offering ), RBS -1.9% ( Britian preparing RBS (RBS) breakup and Lloyds (LYG) stake sale, according to reports), NOK -1.3% (WSJ.com reported NOK and MSFT previously discussed device unit deal), MSFT -1% (Microsoft says an internet connection will not be required to play offline Xbox One games; users can trade-in, lend, resell, gift, and rent disc based games ), GOOG -1% (CNIL orders Google to comply with the French Data Protection Act, within three months), FB -1% (plans to introudce a Video-Sharing Service, according to reports ), AHT -0.7% (announces offering of 11 mln shares of common stock), NLY -0.8% (cuts Q2 dividend to $0.40 from $0.45 per share in prior quarter).

[sludgehound]

FFN Third Amendment to Forbearance 14%

Form 8-K for FRIENDFINDER NETWORKS INC.

--------------------------------------------------------------------------------

20-Jun-2013

Entry into a Material Definitive Agreement, Other Events

Item 1.01 Entry into a Material Definitive Agreement.
The information relating to the entering into of the Third Amendment to the Forbearance Agreements set forth below in "Item 8.01 - Other Events" is incorporated by reference herein.

Item 8.01 Other Events.
On June 19, 2013, FFN and Interactive Network, Inc. ("INI" and collectively with FFN, the "Issuers"), entered into the Third Amendment to the Forbearance Agreements previously entered into on November 5, 2012 and as amended effective on February 4, 2013 and May 6, 2013, with over 93% of the unaffiliated holders of the Issuers' 14% Senior Secured Notes due 2013 and 100% of the holders of the Cash Pay Secured Notes due 2013 (collectively, the "Amendments"). The Amendments extend the forbearance period from June 7, 2013 to July 1, 2013 unless certain events are triggered before such date.

The foregoing summary is qualified in its entirety by reference to the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Form 8-K, and to the (i) Forbearance Agreements, copies of which were filed as Exhibits 10.1 and 10.2 to the Form 8-K filed on November 8, 2012, (ii) Forms of the First Amendment to Forbearance Agreement, dated February 4, 2013, copies of which were filed as Exhibits 10.1 and 10.2 to the Form 8-K filed on February 8, 2013, and (iii) Forms of the Second Amendment to Forbearance Agreement, dated May 6, 2013, copies of which were filed as Exhibits 10.74 and 10.75 to the Form 10-Q for the quarterly period ended March 31, 2013.

(d) Exhibits

Exhibit No. Description

10.1 Form of Third Amendment to Forbearance Agreement entered into
between FriendFinder Networks Inc., Interactive Network, Inc. and
certain holders of the 14% Senior Secured Notes due 2013.

10.2 Form of Third Amendment to Forbearance Agreement entered into
between FriendFinder Networks Inc., Interactive Network, Inc. and
the holders of the Cash Pay Secured Notes due 2013.

[sludgehound]

DEJ Dejour Closes C$3.5 Mil Debt Facility

Last update: 6/19/2013 7:15:00 PM

Completes Financing of Initial Kokopelli Production

VANCOUVER, British Columbia, Jun 19, 2013 (BUSINESS WIRE) -- Dejour Energy Inc. (nyse mkt:DEJ / TSX) (the "Company" or "Dejour"), an independent oil and natural gas exploration and production company operating in North America's Piceance Basin and Peace River Arch regions, announces that it has closed a fixed term, interest only, C$3.5 million debt facility due December 2014, with Calgary, Canada based Invico Performance Yield Fund Limited Partnership. The interest rate is 14% per annum and the principal is repayable at any time following 6 months from today without penalty. The loan facility has been structured as two advances of C$2.5 million and C$1 million, respectively.

As previously reported, the Company is preparing for initial production at its Kokopelli project and enjoys a 72% WI in the entire acreage, with an average 93% gross WI in the initial four wells, subject to a previously announced production sharing agreement with a Denver based drilling fund. With the realization of firmer gas prices to date in 2013 and increased deeper drilling activity in the Basin, most notably by WPX Energy (WPX), Dejour is now modeling Kokopelli for the next wave of development. The Company estimates the potential to drill 27 deeper Mancos/Niobrara wells and more than 200 additional Williams Fork wells on its two leases that comprise a total of 2200 gross acres at Kokopelli. Plans are being implemented to drill a high potential Mancos production test at Kokopelli in Q4 2013.

The first advance was delivered to the Company today and will be partially applied towards full repayment and cancellation of the C$1.45 million "Tranche B" credit facility and the retirement of an additional C$200,000 against the Company's conventional "Tranche A" loan outstanding with its Canadian Bank. This remains a conventional, reserve-based C$3.5mm facility bearing interest monthly at Prime + 1%.

The balance of the first advance and the second advance of C$1.0 million to be received in July 2013 is earmarked for working capital including the final costs related to the initiation of NGL rich gas production from 4 wells at the Company's Kokopelli project currently underway in Colorado.

In connection with this financing, the Company will issue to the lender 7,291,667 common share purchase warrants at an exercise price of C$0.24 per share, exercisable for a period of 2 years. A 3.5% fee is payable in cash to Colonial Advisory, agent for the transaction.

"We are excited about the association with this Canadian institutional lender. This financing provides Dejour with additional capital to support the production initiation at our flagship Kokopelli, Piceance Basin, Colorado liquids-rich gas property and solidifies an ongoing comfortable relationship with the Company's existing Canadian bank. Dejour can now confidently move forward, joining the ranks as a NW Colorado gas and NGL producer," Robert L. Hodgkinson, Dejour's Co-chairman and CEO commented.

About Dejour

Dejour Energy Inc. is an independent oil and natural gas exploration and production company operating projects in North America's Piceance Basin and environs (approximately 117,500 net acres) and Peace River Arch regions (approximately 7,500 net acres). Dejour's seasoned management team has consistently been among early identifiers of premium energy assets, repeatedly timing investments and transactions to realize their value to shareholders' best advantage. Dejour maintains offices in Denver, USA, Calgary and Vancouver, Canada. The company is publicly traded on the New York Stock Exchange MKT (nyse mkt:DEJ) and Toronto Stock Exchange (CA:DEJ).

[sludgehound]

TTEK -10% pre on $100M plan & downgrade

In reaction to disappointing earnings/guidance: TTEK -10.2% (also authorizes $100 million stock repurchase program, downgraded to Hold from Buy at Brean Capital

[sludgehound]

RAD offers Senior Notes $400M

News for 'RAD' - (Rite Aid Announces Offering of Senior Notes as Part of a Refinancing of Certain of Its Outstanding Indebtedness)

CAMP HILL, Pa., Jun 17, 2013 (BUSINESS WIRE) -- Rite Aid Corporation (NYSE:
RAD) announced today its intention to offer $400.0 million aggregate principal
amount of a new series of senior notes due 2021 (the
"Notes"). The Notes will be
unsecured, unsubordinated obligations of Rite Aid Corporation and will be
guaranteed by substantially all of Rite Aid's
subsidiaries.

Rite Aid intends to use the net proceeds of the offering of the Notes, together
with available cash and/or borrowings under Rite
Aid's revolving credit facility, to redeem a
corresponding amount of its outstanding 9.5% senior notes due 2017. Rite
Aid's results of operations, including net income and
earnings per share, and guidance could be affected by fees, expenses and charges
related to the refinancing transactions.

The Notes and the related subsidiary guarantees will be offered in the United
States to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities
Act"), and outside the United States pursuant to
Regulation S under the Securities Act. The Notes and the related subsidiary
guarantees have not been registered under the Securities Act and may not be
offered or sold in the United States without registration or an applicable
exemption from the registration requirements.

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

[sludgehound]

MSTX hit on 50M units @0.50

Mast Therapeutics (MSTX -33.3%) tumbles after announcing the pricing of its 50M unit public offering. The units are offered at $0.50/each and come with one share of common and a warrant to purchase a half a share. The warrants and shares will be issued separately but purchased together. The exercise price on the warrants is $0.65.

[sludgehound]

NURO AH $5M Pref stock. 2.25 -.25

Don't know much about this one. AH came news and knocked it down hard. Might be bouncer later on once the $2 is factored
in.. Yr low 1.84 H 5.10

June 4, 2013, 6:06 p.m. EDT

NeuroMetrix Announces $5 Million Preferred Stock Placement

WALTHAM, Mass., Jun 04, 2013 (BUSINESS WIRE) -- NeuroMetrix, Inc. /quotes/zigman/14160733/quotes/nls/nuro NURO +30.00% (the "Company" or "NURO"), a medical device company focused on the diagnosis and treatment of the neurological complications of diabetes, today announced that it entered into a definitive securities purchase agreement with a single institutional investor providing for the issuance of $5,000,000 of shares of Series A-1 and Series A-2 convertible preferred stock (convertible into a combined total of 2,386,635 shares of common stock) and five year warrants to purchase up to 2,386,635 shares of common stock at an exercise price of $2.00 per share. Subject to certain ownership limitations, the Series A-1 and Series A-2 convertible preferred stock is convertible at any time into shares of common stock at an initial conversion price of $2.095 per share (which represents a price above the closing price of the common stock on the previous trading day). The preferred stock is not entitled to dividends and will not have any preferences over the Company's common stock, including liquidation rights.

Dawson James Securities, Inc. acted as the exclusive placement agent for this transaction.

The closing of the sale of the securities is expected to take place on or about June 7, 2013, subject to satisfaction of customary closing conditions.

The shares of Series A-1 preferred stock described above were offered pursuant to a shelf registration statement (File No. 333-186855), which was declared effective by the United States Securities and Exchange Commission ("SEC") on March 15, 2013. The shares of Series A-2 preferred stock and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon conversion of or in connection with the Series A-2 preferred stock and upon exercise of the warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Company will file a prospectus supplement with the SEC relating to the Series A-1 preferred stock, and following such filing, copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov. Alternatively, copies may be obtained, when available, from Dawson James Securities, Inc., Attention: Prospectus Department, 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432, e-mail: [e-mail] or toll free at [phone].

About NeuroMetrix

NeuroMetrix is a medical device company that develops and markets home use and point-of-care devices for the treatment of diabetic neuropathies, which affect over 50% of people with diabetes. If left untreated, diabetic neuropathies trigger foot ulcers that may require amputation and cause disabling chronic pain. The annual cost of diabetic neuropathies has been estimated at $14 billion in the United States. The Company markets the SENSUS(TM) Pain Management System for treating chronic pain, focusing on physicians managing patients with painful diabetic neuropathy and similar peripheral neuropathies. The Company also markets the NC-stat(R) DPNCheck(R) device, which is a rapid, accurate, and quantitative point-of-care test for diabetic neuropathy. This product is used to detect diabetic neuropathy at an early stage and to guide treatment. For more information, please visit http://www.neurometrix.com.

[sludgehound]

BFLY sells out. Done. Some $0.10

Warren B had a piece of this.

Bluefly Announces Clearlake Capital Purchases 90% of Outstanding Shares

Last update: 5/23/2013 3:18:00 PM

Bluefly Shares to Cease Trading on NASDAQ Capital Market

NEW YORK, May 23, 2013 (BUSINESS WIRE) -- Bluefly, Inc. (nasdaq capital market:BFLY), a leading online retailer of fashion forward designer brands at superior value, today announced that an affiliate of Clearlake Capital Group ("Clearlake") has purchased approximately 89% of the outstanding shares of Bluefly Inc. ("Bluefly" or the "Company") directly from the Company's principal stockholders. Clearlake also entered into an agreement with the Company under which it purchased additional shares from the Company that, together with the shares acquired from the Company's principal stockholders, represent in excess of 90% of the outstanding shares of Bluefly. Pursuant to the same agreement, Clearlake agreed to acquire the remaining outstanding shares of common stock of the Company through a short form merger at a price of $0.10 per share. The Company expects to consummate the merger as soon as possible following the issuance of the shares, and in any event within one business day. The Company also expects that its shares will cease trading on the NASDAQ Capital Market effective prior to the open of market on May 24, 2013.

Joseph Park, CEO of Bluefly, said, "Clearlake brings an outstanding team with eCommerce and financial expertise, and they are dedicated to re-energizing this business and brand at a pivotal time in our sector. With this transaction, Bluefly will be well-capitalized and well-positioned for growth, building on its loyal following and continued strong traffic."

"Bluefly is a pioneer in offering the best in designer brands and fashion trends at a value that customers love in an online environment that is fun to visit and easy to navigate. With a new operating structure and capital, and Clearlake's leadership, we look forward to building on this legacy as we seek to reinvigorate the Company during a dynamic period in the eCommerce industry," said Scott A. Erdman, Bluefly's Chief Merchandising Officer.

About Bluefly, Inc.

Founded in 1998, Bluefly, Inc. is a leading online retailer of designer brands, fashion trends and superior value. Bluefly is headquartered in the heart of the Fashion District. In 2011, Bluefly expanded its portfolio, launching Belle & Clive, a members-only shopping destination that presents highly-curated selections of important brands via limited time sale events. For more information, please visit and belleandclive.com.

About Clearlake Capital Group

Clearlake Capital Group, L.P. is a private investment firm focused on special situations and private equity investments such as corporate divestitures, recapitalizations, buyouts, reorganizations, turnarounds and other equity investments. Clearlake seeks to partner with world-class management teams by providing patient, long-term capital and operational expertise to invest in dynamic businesses. Clearlake currently manages approximately $1.4 billion of equity capital, and Clearlake's founding principals have led over 50 investments totaling more than $2.7 billion of capital in sectors including business services, communication, consumer products/retail, defense/public safety, energy/power, healthcare, industrials, media, and technology

[sludgehound]

some pre-O offerings

Not sure how 'toxic' these are but lower prices.

Other news: TCPC -4% (commenced a public offering of 4.0 million shares of its common stock), CIMT -3.2% (announces proposed secondary public offering of ordinary shares; no amount given), LG -2.7% (plans to commence a registered underwritten public offering of up to 8,700,000 shares of its common stock), WAIR -2.3% (announced the commencement of a public offering of 15,000,000 shares of common stock by affiliates of The Carlyle Group), FPO -2.2% (commenced an underwritten public offering of 6,000,000 common shares of beneficial interest), OAK -1.8% (announced a public offering of 6,000,000 Class A unit), IRWD -0.9% (announced that it has commenced an underwritten public offering of 10,500,000 shares of its Class A common stock), AAPL -0.9% (Senator Levin says they plan to highlight the AAPL tax gimmick and other AAPL offshore tax avoidance tactics, so Americans understand why those tax loopholes need to be closed ), NPSP -0.8% (announces proposed public offering of 6 mln shares of common stock).

Read more: http://www.briefing.com/GeneralContent/Platinum/Active/FullTextSearch/FullTextSearch.aspx#ixzz2TvjoQ8wk
Under Creative Commons License: Attribution
Follow us: @Briefingcom on Twitter | Briefingcom on Facebook

[e-ore]

ECOC - From 8k filed 5/16/13:

"On May 15, 2013, we filed a Chapter 7 bankruptcy liquidation petition with the United States Bankruptcy Court, Eastern District of Michigan, Case No. 13-49950-wsd."

[e-ore]

AMPW - From 8k filed 5/15/13:

"As a result of such terminations, the Company has also elected not to proceed with the proposed financing under the Amended and Restated Standby Equity Distribution Agreement dated June 13, 2012, by and between the Company and YA Global Master SPV Ltd. As of the filing date, the Company is discontinuing its operations and is focused solely on settling its outstanding obligations using its remaining cash position."

[sludgehound]

DSCO Discovery Labs does $14.25 Mln Stock Offer $1.50

Discovery Lab Receives FDA Request For Clarification Regarding SURFAXIN

Discovery Laboratories Q4 12 Earnings Conference Call At 10:00 AM ET

Discovery Laboratories Q4 Loss Widens - Quick Facts

5/10/2013 2:02 PM ET

Discovery Laboratories, Inc. (DSCO: Quote) said Friday that it has priced an underwritten public offering of 9.5 million shares of its common stock, at a price to the public of $1.50 per share for gross proceeds of $14.25 million.

Net proceeds, after underwriting discount and other estimated fees and expenses payable by the Company, are expected to be about $13.2 million.

The offering is expected to close on or about May 15.

In addition, the underwriter has been granted a 30-day option to purchase up to an additional 1.425 million shares of common stock to cover over-allotments, if any.

by RTT Staff Writer

For comments and feedback: [e-mail]

[sludgehound]

Careful w/ TBAC another iffy lender scene

Had a no news pop 5/6 +32% high 1.20 on no news. Today dropped to .68 -.12 Some real games played here not unlike SKNY and others that do 'restructuring' at expense of baggers.
Tandy Brands pushes retail crud like Sharper Image and had to discount. write-down Xmas holiday stuff. Says lender ok with that but working on a new lender deal. Weaker retailers looking like getting their clocks cleaned.

http://ih.advfn.com/p.php?pid=nmona&article=57213117
Financial Position

Working capital declined to $14.7 million at December 31, 2012 from $20.7 million at June 30, 2012 primarily due to the $6.7 million inventory write-down. Receivables declined to $7.1 million from $16.4 million at December 31, 2011 primarily due to an accelerated payment arrangement with the Company's second largest customer which provided approximately $11.7 million of cash in the current year second quarter. Inventories net of reserves were $29.7 million at December 31, 2012. Inventories, excluding the $6.7 million write-down, were $36.4 million compared to $32.7 million in the prior year period due to carrying inventories for new accessories programs with spring deliveries and higher levels of unsold gift products.

Current liabilities were $3.2 million lower than in the prior year. This decline was driven by a $4.6 million pay-down on the credit facility ($10.7 million at December 31, 2012) due to the accelerated customer payment arrangement, offset by $1.8 million in higher accounts payable for inventories with spring deliveries.

At December 31, 2012, the Company had $848,000 net borrowing availability, or $3.5 million excluding the minimum excess availability requirement of $2.7 million. As of April 15, 2013, the Company had $339,000 in net borrowing availability, or $2.4 million excluding the amended minimum excess availability requirement of $2.1 million, and $11.3 million in outstanding borrowings under its senior credit facility.

Receives Waiver from Senior Lender

On April 11, 2013, the Company obtained a waiver from its senior lender which waived the previously announced violation of the fixed charge coverage covenant under its credit facility and amended certain terms of the credit facility.

"Our current lender has continued supporting our operations while we have been in violation of the monthly trailing twelve month fixed charge coverage profitability covenant," said McGeachy. "We have continued to ship goods to our retailers without any service interruption and our suppliers have continued to be supportive while we execute our liquidity enhancement plans."

Signs Non-binding Term Sheet

The Company announced it signed a non-binding term sheet with a lender who could replace the Company's current lender on or before May 31, 2013. If executed, terms under the proposed credit facility would improve liquidity against the Company's current assets through:
• Higher advance rates on inventories
• Higher advance rates on accounts receivables
• Reduction of minimum excess availability
• Advances against held for sale idle real estate in Yoakum, Texas
• Advances against Gift segment holiday order book

"We are several weeks into the diligence process with a credible lender and, although there can be no guarantees with respect to definitive documentation, anticipate announcing a new credit facility by the end of May at the latest," said McGeachy.

The non-binding term sheet contains customary pre-close requirements with respect to diligence investigations and any new credit facility is expected to contain customary post-close covenants. Borrowings under the proposed credit facility are expected to bear interest in the LIBOR plus 8.5% to LIBOR plus 11.3% range (or 9.3% to 12.0%) over a 24 month period.

"We expected the new facility would be more expensive than our previous facility. However, it is important to us to balance the capital cost with potential dilution to our shareholders," said McGeachy. "The current term sheet contains no dilutive features and we believe this new facility will provide us the liquidity we need to execute our recently announced restructuring initiatives."

Outlook

"Through the execution of our recently announced restructuring plans, we are reducing our cost structure by $6 million to $7 million, reducing the risk associated with our gifts business and focusing on our most profitable core brands and customers," commented McGeachy. "We believe the execution of these initiatives will allow us to strengthen our competitive position and significantly improve profitability in fiscal 2014."

[e-ore]

SKNY - Chapter 11 bk filing

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9276395

[sludgehound]

PLUG more converts $6.5M, '13 $12M

First some gap downers on offerings via Briefing.com Some might reverse thru time ahead if seen as not so bad. or just fall more.
Other news: CIE -6.9% (announces secondary public offering of 50 mln shares of common stock), DDD -6.1% (announces $250 mln public offering and offering of up to 1.3 mln shares by holders), JMI -3.8% ( announces public offering of 6 mln shares of common stock), ANR -2.5% (announces public offering of $300 million convertible senior notes), APO -2.4% (Apollo Global Management Announces Launch of Public Offering of Class A Shares), BIP -2.2% (files for Limited Partnership Unit offering), WBS -1.9% (announced that Warburg Pincus Private Equity X, L.P. and one of its affiliates intend to offer for sale in an underwritten secondary offering 8,744,850 shares of Webster's common stock ), VOD -1.3% (still checking), PULB -1.1% (announces at-the-market equity offering), CFX -0.9% (prices 10 mln share common stock offering at $44.25 per share).
-----------
Plug Power Secures $6.5 Million Strategic Investment From Air Liquide

Investment Is Endorsement of Plug Power's Hydrogen Fuel Cell Strategy by World Leader in Industrial Gas Products
GlobeNewswirePress Release: Plug Power Inc. – 39 minutes ago...

PLUG 0.2048 0.05

LATHAM, N.Y., May 8, 2013 (GLOBE NEWSWIRE) -- Plug Power Inc. (PLUG), a leader in providing clean, reliable energy solutions, today announced a $6.5 million (Euro 5 million) strategic investment from its partner Air Liquide, which includes a preferred stock purchase, increased ownership of the companies' HyPulsion joint venture and an engineering services contract.

The investment is a significant endorsement of Plug Power's strategy to grow its business of hydrogen fuel cells for forklift trucks and other horizontal markets. The company has seen sales of its GenDrive fuel cells increase by 36 percent in 2012. The products have been successfully deployed at customers such as Walmart, Sysco, P&G, BMW and the recently announced Ace Hardware Corp.

Including this investment, the company has raised $12 million so far in 2013.

"Air Liquide is a respected industry player, which is why this investment is a great validation of Plug Power's strategy," said Andy Marsh, Plug Power President and CEO. "The additional funds will be instrumental in providing the liquidity we need for growth. But the endorsement and board expertise we also get is just as important."

Transaction Details

Air Liquide's investment in Plug Power includes the following components:
• A $2.6 million (Euro 2 million) investment in convertible preferred stock with a 60% percent conversion premium to market and an 8 percent coupon. As part of this stock purchase, an Air Liquide representative will join Plug Power's board. The parties have signed a Securities Purchase Agreement for the investment and the transaction is expected to close no later than May 22nd.
• Air Liquide also purchased from Plug Power a 25 percent ownership interest in HyPulsion for $3.3 million (Euro 2.5 million). HyPulsion is a joint venture between Axane, an Air Liquide subsidiary, and Plug Power to market hydrogen fuel cells into European markets. After the investment, Plug Power owns 20 percent of HyPulsion, but has the right to purchase a majority interest in 2018.
• The companies have also signed a $659,000 (Euro 500,000) engineering service contract in order to accelerate the development of the European market for hydrogen forklift with the Europeanization of key components.

Further details relating to the preferred stock investment and related transactions can be found in Plug Power's Current Report on Form 8-K filed today with the Securities and Exchange Commission.

About Plug Power Inc.

The architects of modern fuel cell technology, Plug Power revolutionized the industry with cost-effective power solutions that increase productivity, lower operating costs and reduce carbon footprints. Long-standing relationships with industry leaders forged the path for Plug Power's key accounts, including Walmart, Sysco, P&G and Mercedes. With more than 3,000 GenDrive units deployed to material handling customers, accumulating over 8 million hours of runtime, Plug Power manufactures tomorrow's incumbent power solutions today. Additional information about Plug Power is available at www.plugpower.com.

[sludgehound]

OXGN AC 1Q has 2 share sales

Rough math is #4.64 then #3.70 for PIPR. Closed 3.42 -.13 with
quote bid 1.68 ask 3.63 may point direction. Trades thin, fast.

OXiGENE Reports First Quarter 2013 Financial Results
4:00p ET May 6, 2013 (GlobeNewswire)

During the 2013 quarter, the Company issued approximately 323,000 shares of common stock through the Company's At the Market agreement with MLV & Co. LLC for net proceeds of approximately $1.5 million.

At March 31, 2013, OXiGENE had cash and restricted cash of approximately $4.6 million, compared with approximately $5.0 million at December 31, 2012. At April 30, 2013, the Company had cash and restricted cash of approximately $8.7 million which includes the cash received from the private placement financing described below.

Following the close of the first quarter, in April 2013, the Company raised $5.0 million in gross proceeds by issuing convertible preferred stock in a private placement to accredited institutional investors. The preferred stock is convertible into a total of approximately 1.38 million shares of common stock. Additionally, two series of warrants potentially exercisable for up to approximately 2.92 million of additional shares of common stock were issued. The preferred stock does not have any dividend rights or any preferences over the Company's common stock, including liquidation rights.

All of the per share and share amounts reflect the effect of the 1:12 reverse stock split that became effective on December 28, 2012.

[BooDog]

That's just crazy isn't it. Wonder when people will start protecting themselves in this market instead of letting themselves get raked over the coals left and right with massive dilution. I'd have to look at NBG's filing to see how great of a deal the "bailout" investors are getting but you can be sure they're making out like crazy. NBG lives on though. For now.

btw, I too get raked over the coals plenty, and then to add to that I buy right back into something that I KNOW is diluting like crazy. But just for a short flip or swing.

vented a bit. more coffee! spiked

Thanks for sharing sludgehound.


Now that I think of it? I don't even know how I got here.
Thought I was posting on another thread.
TGIF!

[sludgehound]

NBG Nat Bank Greece $12.7b share offer

Plus can tap another $1.9b if use a convertible bond.

Story just starting to go around.

UPDATE 1-Greece's National Bank wins approval for recap plan

Mon, Apr 29 2013

* Greek banks need 27.5 bln euros to restore solvency ratios

* NBG aiming for 12 pct participation from private investors (Updates with CEO comment, background)

ATHENS, April 29 (Reuters) - Greece's largest lender National Bank won approval from shareholders to boost its capital with a 9.75 billion euro ($12.70 billion) share offering, aiming to secure enough support from private investors to escape state control.

Shoring up the capital adequacy of Greece's top banks is expected to help them regain access to interbank markets and fund the economy out of its six-year recession.

The four biggest lenders need 27.5 billion euros in new capital to restore their solvency ratios to levels required by the country's central bank after incurring losses from debt writedowns and impaired loans.

"With the completion of the recapitalisation, the banks will have the means to contribute to the reversal of the path of the economy, to finance growth," NBG chief executive Alexandros Tourkolias told shareholders at the meeting.

Most of the funds will be provided by a state bank rescue fund - the Hellenic Financial Stability Fund (HFSF) - in exchange for new shares or contingent convertible bonds (CoCos).

NBG is aiming to raise up to 12 percent from private investors that will allow it to stay privately run.

Under the terms of the recapitalisation plan agreed with the country's European Union and International Monetary Fund lenders, at least 10 percent of banks' new common equity must be raised from the private sector for them to stay privately run.

Rivals Piraeus and Alpha Bank are expected to meet the 10-percent target. Fourth-biggest Eurobank has given up its fundraising plans, opting instead to fall under full HFSF control.

Under the approved plan, NBG aims to raise up to 1.171 billion euros through a rights issue, with the remainder of the 9.75 billion it needs to be pumped in by the HFSF rescue fund in exchange for shares.

If the 12 percent goal is met, investors taking part in the rights issue will get warrants, entitling them to buy 7.33 shares back from the HFSF fund for each new share they subscribe for. Warrants can be exercised over the next 54 months.

NBG also got approval to issue contingent convertible bonds (CoCos) up to 1.9 billion euros but will resort to them only if the sought proceeds from private investors fall short of the targeted amount. ($1 = 0.7676 euros) (Reporting by George Georgiopoulos; Editing by Louise Heavens)

[e-ore]

CPIC - BK. From 8k filed 5/1/13:

"ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
BANKRUPTCY
On May 1, 2013, CPI Corp., a Delaware corporation ("the Company"), filed for bankruptcy protection under the provisions of Chapter 7 of the United States Bankruptcy Code (the “Bankruptcy Filing”) in the United States Bankruptcy Court for the Court of Delaware, Case Number 13-11158 (the “Bankruptcy Court”)..."

http://archive.fast-edgar.com/20130501/Aaa-3LYnaaG8e-hDm-w-u-51-nnbp-xs/

[sludgehound]

HEB piece on CEO BoD share sale deal

An Outrageous, Shameless Act by Hemispherx's Board of Directors

BY Adam Feuerstein | 05/01/13 - 12:03 PM EDT TheStreet.com

PHILADELPHIA (TheStreet) -- Hemispherx Biopharma's (HEB_) board of directors committed the most egregious act of shareholder fleecing I've ever come across. My mouth is agape, in bewilderment, as I type this:

Chief executive officer Bill Carter was awarded a five percent bonus totaling $1.1 million based on the net proceeds resulting from Hemispherx's sale of 30 million shares of company stock through an At-The-Market (ATM) financing arrangement last fall.

Hemispherx's board concluded the sale of company stock on the open market -- something publicly traded companies do routinely -- actually represented a sale of "company assets not in the ordinary course of its business." Under this definition, Carter was contractually eligible to receive five percent of the proceeds.

The sale of 30 million shares of Hemispherx stock during the fourth quarter 2012 netted $23 million for the company. Of that, Hemispherx's directors wrote a check to Carter for $1.1 million.

Thomas Equels, Hemispherx's vice chairman and lawyer, also received the same $1.1 million "ATM bonus" under his employment contract. The bonuses and the reasons for granting them were disclosed in Hemispherx's most recent 10-K filed with the SEC.

So, 10 percent of the cash raised by Hemispherx late last year didn't flow into the company's coffers, but ended up instead in the personal bank accounts of two of its top executives. And this was all legal because Hemispherx's board of directors voted for it.

Hemispherx was selling those 30 million shares under the subterfuge of its ATM agreement which allows the company to disclose sales only when it files quarterly reports to the SEC. And of course, at that same time, Hemispherx shares were losing 80 percent of their value after the FDA and an independent advisory panel sharply criticized the company for the way it conducted clinical trials of the experimental chronic fatigue syndrome drug Ampligen.

The panel voted not to recommend Ampligen for approval and the FDA rejected the drug -- the second time Hemispherx has been turned away by U.S. regulators.

But despite Ampligen's abject failure and Hemispherx's stock price in the gutter, the company's sycophantic board deemed Carter and his crony Equels deserving of $1.1 million bonus checks based on a highly dilutive and undercover sale of stock.

Hemispherx already was known to lie to investors but this shareholder-fleecing bonus deal just stinks.

For the record, here are the names and credentials of the independent directors sitting on Hemispherx's board:

Richard Piani, principal delegate for Industry to the City of Science and Industry, Paris, France; William Mitchell, professor of pathology at the Vanderbilt University School of Medicine; and Iraj Kiani, a citizen of the U.S. and England who resides in Newport Beach, Calif.

Well done, guys.

Oh, more more thing. Carter's total compensation package in 2012, the year in which he failed again to win Ampligen's approval or do anything positive for the company and its shareholders: $2.83 million.

-- Reported by Adam Feuerstein in Boston.

[sludgehound]

NBS 20M shares at 0.50

Odd thing is there were several PRs on story mentioning size of the offer not stated yet. Finally gave size of 20M.

NeoStem Announces Pricing of Public Offering of Common Stock
GlobeNewswirePress Release: NeoStem Inc. – 13 hours ago...

NBS 0.515 -0.12

NEW YORK, April 29, 2013 (GLOBE NEWSWIRE) -- NeoStem, Inc. (NYSE MKT:NBS) ("NeoStem" or the "Company"), a leader in the emerging cellular therapy market, today announced the pricing of an underwritten public offering of 20,000,000 shares of common stock at a public offering price of $0.50 per share. The Company expects to receive $10,000,000 in gross proceeds, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company has granted the underwriters a 45-day option to purchase up to 3,000,000 additional shares of common stock to cover over-allotments, if any. The Company intends to use the net proceeds from this offering for working capital, including research and development of cell therapeutic product candidates, including AMR-001, expansion of business units, strategic transactions and other general corporate purposes.

The financing is expected to close on or about May 3, 2013, subject to the satisfaction of customary closing conditions.

Aegis Capital Corp. acted as sole book-running manager of the offering.

This offering is being made pursuant to a shelf registration statement that the Company previously filed with the Securities and Exchange Commission (SEC) and which became effective on October 3, 2012. A preliminary prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC, and a final prospectus supplement and accompanying base prospectus will be filed with the SEC. Electronic copies of the preliminary prospectus supplement and, when available, electronic copies of the final prospectus supplement and accompanying prospectus relating to this offering may be obtained from the SEC's website at http://www.sec.gov or from Aegis Capital Corp, 810 7th Avenue, 18th Floor, New York, NY 10019 or via telephone at 212-813-1010 or email: [e-mail].

This press release is neither an offer to sell nor a solicitation of an offer to buy any of the Company's securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

Further information regarding the offering is contained in the Company's Current Report on Form 8-K to be filed with the SEC and which may be accessed at www.sec.gov.

About NeoStem, Inc.

NeoStem, Inc. ("NeoStem" or the "Company") is a leader in the emerging cellular therapy industry. Our business model includes the development of novel proprietary cell therapy products as well as operating a contract development and manufacturing organization ("CDMO") providing services to others in the regenerative medicine industry. The combination of a therapeutic development business and revenue-generating service provider business provides the Company with capabilities for cost effective in-house product development and immediate revenue and cash flow generation.

For more information, please visit: www.neostem.com.

[sludgehound]

NBG wins approval big recap plan 1.06 -.08

Been holding lows as the news unfolds since 7am or so. Plus the cutting of gov't jobs in Greece a weakening factor. Cyprus also forcing some further badness on depositors - spills over to NBG.

UPDATE 1-Greece's National Bank wins approval for recap plan

10:41am EDT

* Greek banks need 27.5 bln euros to restore solvency ratios

* NBG aiming for 12 pct participation from private investors (Updates with CEO comment, background)

ATHENS, April 29 (Reuters) - Greece's largest lender National Bank won approval from shareholders to boost its capital with a 9.75 billion euro ($12.70 billion) share offering, aiming to secure enough support from private investors to escape state control.

Shoring up the capital adequacy of Greece's top banks is expected to help them regain access to interbank markets and fund the economy out of its six-year recession.

The four biggest lenders need 27.5 billion euros in new capital to restore their solvency ratios to levels required by the country's central bank after incurring losses from debt writedowns and impaired loans.

"With the completion of the recapitalisation, the banks will have the means to contribute to the reversal of the path of the economy, to finance growth," NBG chief executive Alexandros Tourkolias told shareholders at the meeting.

Most of the funds will be provided by a state bank rescue fund - the Hellenic Financial Stability Fund (HFSF) - in exchange for new shares or contingent convertible bonds (CoCos).

NBG is aiming to raise up to 12 percent from private investors that will allow it to stay privately run.

Under the terms of the recapitalisation plan agreed with the country's European Union and International Monetary Fund lenders, at least 10 percent of banks' new common equity must be raised from the private sector for them to stay privately run.

Rivals Piraeus and Alpha Bank are expected to meet the 10-percent target. Fourth-biggest Eurobank has given up its fundraising plans, opting instead to fall under full HFSF control.

Under the approved plan, NBG aims to raise up to 1.171 billion euros through a rights issue, with the remainder of the 9.75 billion it needs to be pumped in by the HFSF rescue fund in exchange for shares.

If the 12 percent goal is met, investors taking part in the rights issue will get warrants, entitling them to buy 7.33 shares back from the HFSF fund for each new share they subscribe for. Warrants can be exercised over the next 54 months.

NBG also got approval to issue contingent convertible bonds (CoCos) up to 1.9 billion euros but will resort to them only if the sought proceeds from private investors fall short of the targeted amount. ($1 = 0.7676 euros) (Reporting by George Georgiopoulos; Editing by Louise Heavens

[sludgehound]

Not seeing really bad ones, TXCC

Last one I considered posting was TXCC. But w/ a Proxy saying R/S of 1-2 to 1-20 on plan, the share price has held in the low .40s so hasn't been taken as fully 'toxic'. Not unless being stuck in place reads as toxic. For me it would have needed a plunge by 1/2 to low .20s for that.
Companies has been very creative/sneaky at the way they do these things lately. Anyone knows any tricks be sure to share. The obvious ones are either gone or just so cheap there's hardly any way to game them. Some do a series of offers, rather than tip off with one huge size like in past. The thing is the O/S is smallish at 43M which may have helped keep it afloat.
Example of that is VELT which did big filing early April and only dipped for day or two then ran up. So calling it toxic would have kept one out of a short term bottom. 66M O/S VELT. Very tricky to call these.
One other thing is change in market psychology in low interest environ. Investors seem to think Co. taking on debt now is a plus since costs are low. In high rate environ they see that as dipping the boat over.

03:00 PM EDT, 04/03/2013 (MidnightTrader) -- TranSwitch Corp. (TXCC) is down 4% at 45 cents but above a new 52-week low of 41 cents set after the company reported the completion of its previously announced public offering of 8,300,000 units, consisting of one share of common stock and a warrant to purchase 0.50 of a share of common stock, including 1,245,000 units pursuant to the exercise in full of the over-allotment option granted to the underwriter. After the underwriting discount and estimated offering expenses payable by the company, the company received net proceeds of approximately $3.7 million.
Price: 0.45, Change: -0.02, Percent Change: -4.2
http://www.midnighttrader.com (C) 1999-2013 MT Newswires,
-----------------------
TranSwitch Prices Secondary Offering - Analyst Blog Zacks

Innovative integrated circuit (IC) and intellectual property (IP) solutions provider, TranSwitch Corporation (TXCC), recently priced an underwritten public offering of over 7 million at $0.50 per share to comply with the listing rules. Maxim Group LLC is acting as the sole manager for the offering. Investors can subscribe for this offering till Apr 3, 2013.

Each unit offered by TranSwitch consists of a share of stock and a warrant to purchase 0.50 of a share. The warrants have an exercise price of $0.58 per share, and thus can only be converted into a share when its stock price exceeds it. The company has also given a 45-day option to the underwriter to purchase additional 1.2 million units to fulfill the over allotments.

This secondary offering by TranSwitch is aimed at bringing its stockholder’s equity in compliance with Nasdaq Listing Rule for continued listing in Nasdaq Capital Market. The rule requires listed companies to maintain its stockholders’ equity of at least $2.5 million. However, the company reported its stockholders’ equity as $1.2 million in its Feb 8, 2013 Form 8-K, filled with the SEC, which fails to comply with the listing norms.

TranSwitch expects to mobilize net proceeds of around $3.7 million (including the full exercise of the over allotment option) from this public offering, after considering underwriting discounts and projected offering expenses. The company expects to utilize the proceeds for product development, general corporate purposes and to meet its working capital needs.

Based in U.S., TranSwitch provides IC and IP solutions. These solutions help the customer and network infrastructure segment in delivering core functionality for video, voice and data communications equipment.

However, with the stock closing down around 8% on Mar 28, 2013, it seems that investors are a little skeptical about the public offer pricing of the company. Some of the other stocks in the same sector that meet the Nasdaq Listing Rule and are worth mentioning include Lattice Semicon (LSCC), Rambus Inc (RMBS), each carrying a Zacks Ranks #1(Strong Buy) and Aeroflex Holding (ARX) that retains a Zacks Rank #2 (Buy).

[hopscotch]

No Toxic filings since Feb? I will be posting bottom bouncers and if my assistant mods have no interest in keeping this board updated I will be happy to do it myself or take on new mods if anyone is interested. Thank you for keeping it going guys but it has to keep on being updated.

[sludgehound]

PLUG public offer 19M shrs warrs .15

pm quote @.15 -44%

SOURCE: Plug Power Inc.

February 14, 2013 08:39 ET

Plug Power Inc. Announces Pricing of Public Offering

LATHAM, NY--(Marketwire - Feb 14, 2013) - Plug Power Inc. (NASDAQ: PLUG), a leader in providing clean, reliable energy solutions, today announced that it has priced an underwritten public offering of 18,910,000 shares of its common stock and accompanying warrants to purchase 18,910,000 shares of common stock. The shares and the warrants will be sold together as a fixed combination, with each combination consisting of one share of common stock and one warrant to purchase one share of common stock, at a price to the public of $0.15 per fixed combination for gross proceeds of approximately $2.8 million. The warrants have an exercise price of $0.15 per share, are immediately exercisable and will expire on February 20, 2018.

Roth Capital Partners is acting as sole book-running manager and Northland Capital Markets is acting as co-manager in the offering.

Net proceeds, after underwriting discounts and commissions but before other estimated fees and expenses payable by Plug Power, will be approximately $2.4 million.

Plug Power intends to use the net proceeds of the offering for working capital and other general corporate purposes, including capital expenditures. In connection with the offering, Plug Power has granted the underwriters a 45-day option to purchase up to an additional 2,836,500 shares of common stock and/or warrants to purchase 2,836,500 shares of common stock to cover over-allotments, if any. The offering is expected to close on or about February 20, 2013, subject to satisfaction of customary closing conditions.

A registration statement on Form S-1 relating to this offering was declared effective by the Securities and Exchange Commission (SEC) on February 13, 2013. The securities may be offered only by means of a prospectus. When available, a copy of the final prospectus will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus, when available, also may be obtained from Roth Capital Partners, LLC, Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, at 800-678-9147 and [e-mail].

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

About Plug Power Inc.
Plug Power Inc., an alternative energy technology provider, engages in the design, development, commercialization, and manufacture of fuel cell systems for the industrial off-road markets worldwide. The company develops and sells a range of fuel cell systems comprising hydrogen-fueled Proton Exchange Membrane (PEM) systems. Its product line includes PEM GenDrive products for sale on commercial terms for industrial off-road consisting of forklift or material handling applications, with a focus on multi-shift high volume manufacturing and high throughput distribution sites. The company sells its products to business, industrial, and government customers through direct product sales force, original equipment manufacturers, and their dealer networks. The company was founded in 1997 and is headquartered in Latham, New York. Additional information about Plug Power is available at www.plugpower.com.

[e-ore]

HRDN - From 8k filed 2/13/13:

"On February 8, 2013 , Dave Coppfer, Wade Brantley and Alan Fishman resigned as members of the Board of DC Brands, International, Inc. (the "Company"). The resignation did not involve any disagreement with the Company.

On February 8, 2013 the company ceased operations. It will be filing for a Chapter 7 bankruptcy liquidation by the end of the week."

[mgland]

SAPX S-1 filing

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8988265

[sludgehound]

VALE .09 -41% from $12M Equity Ironridge

Might be a pop later when dust settles. 2 days ago.

VelaTel Secures $12 Million Equity Funding From Ironridge

8:30a ET December 17, 2012 (GlobeNewswire)

VelaTel Global Communications (OTCQB:VELA), a leader in deploying and operating wireless broadband and telecommunication networks worldwide, announced today that it is has closed a $12 million stock purchase agreement with Ironridge Technology Co., an institutional investor in the telecommunications sector.

Proceeds will be used to fund VelaTel's acquisition of China Motion Telecom (HK) Limited. Ironridge is today initiating payment of $600,000 for the initial 10% down payment called for under VelaTel's agreement to acquire 100% of the equity interest of China Motion. VelaTel projects that the remaining proceeds of Ironridge's equity funding will be sufficient for VelaTel to:

-- Pay the remaining balance to acquire China Motion.

-- Complete deployment and launch of VelaTel's wireless broadband networks in Croatia and Montenegro.

-- Other strategic purposes on projects under development.

The acquisition of China Motion furthers several of VelaTel's long term strategic goals:

-- China Motion's access to wholesale voice and data services using the wireless network resources of incumbent carriers allows VelaTel to deploy its projects in mainland China at a fraction of the capital expenditures originally budgeted.

-- China Motion's experience and personnel in sales and marketing, customer service and billing solutions provides a platform to serve VelaTel's wireless broadband networks worldwide.

-- The acquisition creates tremendous synergies with VelaTel's Europe based subsidiary Zapna, which also focusses on long distance and roaming solutions that cater particularly to the frequent international traveler.

"I am very impressed with the operational experience of China Motion," commented Ironridge managing director John Kirkland. "We are grateful for the opportunity to facilitate VelaTel's acquisition of the leading mobile virtual network operator in Hong Kong, and the synergies it can create for VelaTel in mainland China, South America and Europe."

Under the Ironridge funding contract, VelaTel will sell Ironridge preferred shares valued at $10,000 per share, which are convertible into VelaTel's publicly traded Series A Common Stock at a fixed conversion price of $0.20 per share. Funding is subject to customary equity conditions and Ironridge is entitled to non-cumulative dividends and an embedded derivative liability upon early redemption or conversion as defined in the contract. VelaTel also agreed to file a customary registration statement to allow resale of the shares upon conversion.

"We are very grateful to Ironridge for the continued support they have shown VelaTel," stated VelaTel's President Colin Tay. "Ironridge recently completed payment of more than $1.3 million to our most important vendors under their liability for equity (LIFE) program. They have now broadened their support by not only increasing the size of their investment, but structuring it in a manner that allows us flexibility to use the proceeds wherever they are needed most. We also appreciate the efforts of Mr. Luo Hongye, our lead partner in China as CEO of our VN Tech division and a co-founder of ZTE Corporation. Mr. Luo, as a leader in the telecom and green energy fields in China, was instrumental in bringing VelaTel and Ironridge together in this transaction."

About VelaTel Global Communications, Inc.

VelaTel acquires spectrum assets through acquisition or joint venture relationships, and provides capital, engineering, architectural and construction services related to the build-out of wireless broadband telecommunications networks, which it then operates by offering services attractive to residential, enterprise and government subscribers. VelaTel currently focuses on emerging markets where internet penetration rate is low relative to the capacity of incumbent operators to provide comparable cutting edge services, and/or where the entry cost to acquire spectrum is low relative to projected subscribers. VelaTel currently has project operations in People's Republic of China, Croatia, Montenegro and Peru. Additional target markets include countries in Latin America, the Caribbean, Southeast Asia and Eastern Europe. VelaTel's administrative headquarters are in Carlsbad, California. For more information, please visit www.velatel.com.

The VelaTel Global Communications logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=13404

About Ironridge Technology Co.

Ironridge Technology Co. is a division of Ironridge Global IV, Ltd. that specializes in direct equity investments in telecommunications, electronics, computer, and technology companies. Ironridge Global is an institutional investor, making direct equity investments in small cap public companies. The firm seeks to be a long-term financial partner, assisting public companies in financing operations and expansion by supplying innovative funding solutions and flexible capital. The firm does not desire to influence or control management, will not restrict use of proceeds, requires no restrictive covenants, and will never take an affiliate or control position. Ironridge Global exclusively places its trust in current management with a strong vision for accelerated growth and increased shareholder value. For more information on Ironridge Global, please visit www.IronridgeGlobal.com.

The Ironridge Technology Co. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=16309

[sludgehound]

GALE hit on 15.2M units

10:12a ET December 18, 2012 (Dow Jones)

Galena Biopharma Unveils Details of Offer of 15.2 Million Units; Shares Down

By Tess Stynes

Galena Biopharma Inc. (GALE) said its sale of 15.2 million units is expected to raise gross proceeds of about $24.3 million to use for trials of its cancer drug candidates.
Shares were down 18% at $1.52 in recent trading.
The company said the units--which consist of one share of common stock and a warrant--priced at $1.60 apiece. The warrants entitle holders to purchase half a share at an exercise price of $1.90 a share.
The pharmaceutical company intends to use proceeds for clinical trials of its breast-cancer treatment NeuVax and a trial of its Folate Binding Protein-E39, a vaccine that aims to prevent the recurrence of ovarian, endometrial and breast cancers.
As of Nov. 7, the company had about 67.6 million shares outstanding.

[sludgehound]

BFGC Bullfrog more unreg units 8-K

Form 8-K for BULLFROG GOLD CORP.

17-Dec-2012 4:02 pm ET

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secur

Item 1.01 Entry into a Material Definitive Agreement.
On December 17, 2012, Bullfrog Gold Corp. (the "Company") entered into a consulting agreement (the "Consulting Agreement") with Antibes International Corp. ("Antibes") to provide management consulting, business advisory, shareholder information and public relations services to the Company. In connection with the Consulting Agreement, the Company paid Antibes $500,000 from the proceeds of a private placement described in Item 3.02 below. In the event that the Company shall sell additional Units (as defined below) in subsequent closings of a private placement on the same terms as the private placement described below, then the Company is obligated to pay Antibes up to an additional $500,000 (for a total of $1.0 million in the aggregate). The Consulting Agreement may be terminated by the Company for any reason, with or without cause, upon three (3) days written notice to Antibes. In addition, the Consulting Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Consulting Agreement filed as Exhibit 10.4 hereto which is incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.
On December 17, 2012, the Company sold an aggregate of 2,000,000 units (the "Units") with gross proceeds to the Company of $500,000 to certain accredited investors (the "Investors") pursuant to a subscription agreement (the "Subscription Agreement"). The Company utilized the proceeds of the private placement to pay Antibes for its services under the Consulting Agreement as described in Item 1.01 above.

Each Unit was sold for a purchase price of $0.25 per Unit and consisted of: (i) one share of the Company's common stock, $0.0001 par value per share (the "Common Stock") and (ii) a four-year warrant (the "Warrants") to purchase one hundred (100%) percent of the number of shares of Common Stock purchased at an exercise price of $0.35 per share, subject to adjustment upon the occurrence of certain events such as stock splits and dividends. In connection with the private placement, the Company issued an aggregate of 2,000,000 shares of its Common Stock.

The Warrants may be exercised on a cashless basis if at any time there is no effective registration statement within 90 days after the closing date of the private placement covering the resale of the shares of Common Stock underlying the Warrants. The Warrants contains limitations on the holder's ability to exercise the Warrant in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company's issued and outstanding Common Stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days' notice.

The Company has entered into registration rights agreements with the Investors, pursuant to which the Company has agreed to file a "resale" registration statement with the SEC covering all shares of the Common Stock sold in the Offering and underlying any Warrants, as well as Common Stock underlying the warrants issued to the placement agent(s) on or prior to December 19, 2012 (the "Filing Date"). The Company has agreed to maintain the effectiveness of the registration statement from the effective date until all securities have been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts to have the registration statement declared effective within 90 days (the "Effectiveness Deadline").

The Company is obligated to pay to Investors a fee of 1% per month of the Investors' investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to "Rule 415", provided the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of the SEC.

The foregoing is not a complete summary of the terms of the offering described in this Item 3.02 and reference is made to the complete text of the Subscription Agreement, the Warrant and the Registration Rights Agreement respectively attached as Exhibits 10.1-10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2012, and hereby incorporated by reference.

The Units were issued to "accredited investors," as such term is defined in the Securities Act of 1933, as amended (the "Securities Act") and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

Exhibit No . Description


10.1 Form of Subscription Agreement(1)

10.2 Form of Warrant(1)

10.3 Form of Registration Rights Agreement(1)

10.4 Consulting Agreement*

[sludgehound]

SCON drops on 6.25m reg shares $0.32

Price down .34 -.065

2:04PM Superconductor announced the pricing of a registered direct offering of 6.25 mln shares of common stock at $0.32 per share (SCON) 0.37 -0.03 :

[stockmasterflash]

First week post Reverse split

IMDS immediately increases outstanding shares by 6% with a sale to SGI group, Wayne Coleson

http://www.sec.gov/Archives/edgar/data/790652/000114420412067769/v330273_sc13g.htm

$1 million in outstanding tax liens against IMDS. Will they pay the iRS off? Or will they pay themselves?

[sludgehound]

GNBT large convert w/ lot of options

Already down to .04. New crossed 5:31 pm ET.

http://biz.yahoo.com/e/121211/gnbt8-k.html

GNBT > SEC Filings for GNBT > Form 8-K on 11-Dec-2012 All Recent SEC Filings

Show all filings for GENEREX BIOTECHNOLOGY CORP |
Form 8-K for GENEREX BIOTECHNOLOGY CORP

Unregistered Sale of Equity Securities, Amendments to Articles of Inc.
Item 3.02 Unregistered Sales of Equity Securities.
On December 10, 2012, Generex Biotechnology Corporation (the "Company") entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell an aggregate of 750 shares of its newly designated non-voting Series D 9% Convertible Preferred Stock ("convertible preferred stock") and warrants to purchase up to an aggregate of 100% of the shares of its common stock issuable upon conversion of the convertible preferred stock ("warrants"). The convertible preferred stock and warrants will be sold in units, with each unit consisting of one share of convertible preferred stock and a warrant to purchase 100% of the shares of the Company's common stock issuable upon conversion of such share of convertible preferred stock. Each unit will be sold at a negotiated price of $1,000, for an aggregate purchase price of $750,000. An aggregate of 50,000,000 shares of the Company's common stock are initially issuable upon conversion of, or exercise of, the convertible preferred stock and warrants.

Subject to certain ownership limitations, the convertible preferred stock will be convertible at the option of the holder at any time into shares of the Company's common stock at an effective conversion price of $0.03 per share, and will accrue a 9% dividend until December 11, 2015 and, beginning on December 11, 2015 and on each one year anniversary thereafter, such dividend rate will increase by an additional 3%. The dividend will be payable quarterly on September 30, December 31, March 31 and June 30, beginning on the first such date after the original issue date and on each conversion date in cash, or at the Company's option, in shares of common stock. In the event that the convertible preferred stock is converted prior to December 10, 2015, the Company will pay the holder of the converted preferred stock an amount equal to $270 per $1,000 of stated value of the convertible preferred stock, less the amount of all prior quarterly dividends paid on such converted preferred stock before the relevant conversion date. Such "make-whole payment" may be made in cash or, at the Company's option, in shares of its common stock. In addition, beginning December 11, 2015, the Company will pay dividends on shares of preferred stock equal to (on an as-if-converted-to-common-stock basis) and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends are paid. The Company will incur a late fee of 18% per annum on unpaid dividends.

The conversion price of the convertible preferred stock will be subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. The conversion price will also be adjusted if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then conversion price, except in the event of certain exempt issuances. In addition, the holders of convertible preferred stock will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had converted all of their shares of convertible preferred stock. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the holders of convertible preferred stock will be entitled to receive, upon conversion of their shares, any securities or other consideration received by the holders of the Company's common stock pursuant to the fundamental transaction.

The Company may become obligated to redeem the convertible preferred stock in cash upon the occurrence of certain triggering events, including, material breach of certain contractual obligations to the holders of the convertible preferred stock, the occurrence of a change in control of the Company, the occurrence of certain insolvency events relating to the Company, or the failure of the Company's common stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or regulated quotation service. Upon the occurrence of certain triggering events, each holder of convertible preferred stock will have the option to redeem such holder's shares of convertible preferred stock for a redemption price payable in shares of common stock or receive an increased dividend rate of 18% on all of such holder's outstanding convertible preferred stock. Late fees will apply on all redemption amounts not paid within five trading days of the payment date.

In the event that the Company fails to timely deliver certificates for shares of common stock issuable upon conversion of convertible preferred stock ("conversion shares") and the holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) or such holder's brokerage firm otherwise purchases, shares of common stock to deliver in satisfaction of a sale by such holder of the conversion shares, the Company will:

?pay the holder in cash the amount, if any, by which such holder's total purchase price (including any brokerage commissions) for the shares of common stock purchased exceeds the product of (1) the aggregate number of conversion shares due to the holder multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and

?at the option of such holder, either reissue (if surrendered) the shares of convertible preferred stock equal to the number of shares of convertible preferred stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number of shares of common stock that would have been issued if the Company had timely complied with its delivery requirements.

Subject to certain ownership limitations, the warrants will be exercisable at any time after their date of issuance and on or before the fifth-year anniversary thereafter at an exercise price of $0.03 per share of common stock. The exercise price of the warrants and, in some cases, the number of shares issuable upon exercise, are subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. The exercise price and number of shares of common stock issuable upon exercise will also be adjusted if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then exercise price, except in the event of certain exempt issuances. In addition, the warrant holders will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had exercised all of their warrants. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the warrant holders will be entitled to receive, upon exercise of their warrants, any securities or other consideration received by the holders of the Company's common stock pursuant to the fundamental transaction.

The securities purchase agreement and the certificate of designation authorizing the convertible preferred stock include certain agreements and covenants for the benefit of the holders of the convertible preferred stock, including restrictions on the Company's ability to amend its certificate of incorporation and bylaws, pay cash dividends or distributions with respect to its common stock or other junior securities, repurchase more than a de minimis number of shares of its common stock or other junior, securities.

The securities purchase agreement also prohibits the Company from issuing additional equity securities until 60 days after the effective date of a registration statement covering the resale of the common stock issuable upon exercise of the warrants and conversion of the preferred stock and issuing additional debt or equity securities with variable a conversion or exercise price for a period of 12 months after the closing of the transaction. Under the securities purchase agreement, the Company may not undertake a reverse or forward stock split or reclassification of its common stock except for a reverse stock split made in conjunction with a listing of the common stock on a national securities exchange.

With very limited exceptions, the investors will have a pro rata right of first refusal in respect of participation in any private debt or equity financings undertaken by the Company during the 12 months following the closing of the transaction.

The investors may, immediately upon written notice to the Company, terminate the securities purchase agreement at any time, if the closing has not been consummated on the closing date; provided, however, no such termination will affect the right of any party to sue for any breach by any other party. The securities purchase agreement contains representations and warranties and covenants for each party, which must be true and have been performed at each . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 10, 2012, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series D 9% Convertible Preferred Stock with the Secretary of State of the State of Delaware. The description of the certificate of designation and the convertible preferred stock contained in Items 1.01 and 3.02 above are incorporated herein by reference and are subject to, and qualified in their entirety by, the certificate of designation attached hereto as Exhibit 3.1 and incorporated herein by reference.