COIN NEWS
Form 8-K for CONVERTED ORGANICS INC.
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27-May-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhi
Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2009, Converted Organics Inc. ("we" or "our") entered into an agreement with four institutional investors, pursuant to which we issued, in the aggregate: (a) 1,500,000 shares of our common stock; and (b) warrants to purchase an additional 1,500,000 shares of our common stock at an exercise price of $1.40 per share. On May 26, 2009, we entered into an amended agreement with the same institutional investors pursuant to which the warrants were exercised in full. Pursuant to such amended agreement, we agreed to issue to these investors in the aggregate warrants to purchase an additional 1,500,000 shares of our common stock at an exercise price of $1.61 per share ("Warrants"). The Warrants are callable by us at any time after our common stock has closed at or above $2.42 for five consecutive trading days. The Warrants may be exercised at any time on or after their date of issuance until August 14, 2009. We expect the offering close on or about May 27, 2009.
Chardan Capital Markets, LLC acted as financial advisor on the offering and will receive a fee equal to $147,000.
We are making the offering and sale of the Warrants pursuant to a shelf registration statement on Form S-3 (Registration No. 333-158784) declared effective by the Securities and Exchange Commission on May 19, 2009, and a base prospectus dated as of the same date, as supplemented by a prospectus supplement to be filed with the Securities and Exchange Commission on May 27, 2009.
The descriptions of terms and conditions of the May 26, 2009 amended agreement and Warrants set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of such amended agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
A copy of the press release making the announcement of the offering is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
