thanks for the article. FWIW, This financing is not new, we were made aware of it Nov.2nd via an 8K and a subsequent PR on Nov 16th. The first half of this deal took place on Nov. 12th. The article is relating to the required Form D filed today..thanks http://ih.advfn.com/p.php?pid=nmona&cb=1260211897&article=40374102&symbol=NB%5EACTC
On November 12, 2009, the Company entered into a subscription agreement (the “Subscription Agreement”) with the subscribers identified on the signature pages thereto (the “Subscribers”). Pursuant to the Subscription Agreement, the Company agreed to sell, and the Subscribers agreed to purchase, subject to the terms and conditions therein, promissory notes in the principal amount of a minimum of $2,400,000, for a purchase price of a minimum of $2,000,000 (the “Notes”). The Notes will be convertible into shares of the Company’s common stock at a conversion price of $0.10. Pursuant to the Subscription Agreement, the Company also agreed to issue (i) one-and-one third Class A warrants (“Class A Warrants”) for each two shares of common stock underlying the Notes, to purchase shares of the Company’s common stock with a term of five years and an exercise price of $0.108, (ii) additional investment rights, exercisable until 9 months after the second closing date of the Subscription Agreement (“Additional Investment Rights”), to purchase (a) promissory notes (“Air Notes”) in the principal amount of up to $2,400,000, for a purchase price of up to $2,000,000, with a conversion price of $0.10, and (b) one-and-one third Class B warrants (“Class B Warrants”) for each two shares of common stock underlying the AIR Notes, to purchase shares of the Company’s common stock with a term of five years and an exercise price of $0.108. The Company will be required to redeem the Notes monthly commencing in May 2010, in the amount of 14.28% of the initial principal amount of the Notes, in cash or common stock at the Company’s option (subject to the conditions set forth in the Notes), until the Notes are paid in full.. The initial closing under the Subscription Agreement occurred on November 12, 2009, pursuant to which, the Company sold Notes in the principal amount of $1,662,000, for a purchase price of $1,385,000, and issued 11,080,000 Class A Warrants and Additional Investment Rights for the purchase of (a) up to $3,324,000 principal amount of AIR Notes for a purchase price of up to $2,770,000 and (b) up to 22,160,000 Class B Warrants. In addition, on November 13, 2009, the Company sold Notes in the principal amount of $441,000 for a purchase price of $367,500 (including $135,000 paid for in forgiveness of legal fees owed to a subscriber) and issued Additional Investment Rights for the purchase of (a) up to $881,000 principal amount of Notes for a purchase price of up to $735,000 and (b) up to 5,873,333 Class B Warrants. The closing that occurred on November 13, 2009 was deemed part of the initial closing. The second closing under the Subscription Agreement will be within 90 days of the initial closing under the Subscription Agreement and will be for the purchase of a minimum of $1,200,000 principal amount of Notes, for a purchase price of a minimum of $1,000,000.
Immediately after the initial closing under the Subscription Agreement, the Company had 613,885,468 shares of common stock issued and outstanding.
In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933.
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