PWSF.OB Recently Executed a Merger Agreement with Amplification Technologies
In April, Powersafe Technology Corp. (PWSF.OB) entered into a merger agreement with Amplification Technologies, Inc., a semiconductor technology firm based in Valley Stream, NY.
Under the terms, Amplification will receive approximately 31,500,000 shares of Powersafe to be distributed to current Amplification shareholders. A portion of the shares will be held in reserve to use for options and the conversion of convertible preferred stock. Powersafe will acquire $700,000 of non-convertible preferred stock in the transaction. Jack Mayer, a controlling stockholder of Amplification, was appointed director and President of Powersafe as of March 31, 2008.
Amplification has raised $2 million in funding to execute the transaction, of which about $1,360,000 was placed as capital to Powersafe. An estimated $625,000 was utilized to purchase 100% of the issued and outstanding stock in Powersafe. Mayer and his wife acquired 27.2% of the issued and outstanding shares in Powersafe.
Powersafe in turn used $1,280,000 to purchase non-convertible Series C Preferred Stock issued by Amplification. About $730,000 of the funds were used by Amplification to redeem non-conservative preferred stock of Amplification that were held by Mayer. The Series C shares have a 2% monthly pay-in-kind dividend and are flagged to be retired as part of the merger.
Amplification’s science team has invented an acutely sensitive photodetector technology that has performance and cost advantages over current traditional systems. Amplification’s patented semiconductor technology allows the amplification of weak signals with very low noise. The platform is applicable to the detection of signals other than light and can be used in principle to create highly sensitive biological, radiological, electrical, and chemical sensors.
The merger is scheduled to close by the end of May 2008 once all the conditions of the merger agreement are fulfilled.
