MIT Agrees to $3.2 Million in Financing, Including the Issuance of $2 Million in Convertible Debentures and $1.2 Million in D...
March 08 2012 - 8:00AM
Marketwired
Micro Imaging Technology, Inc. (OTCBB: MMTC) (OTCQB: MMTC)
announces agreements to issue and sell up to $2 million of Senior
Secured Convertible Debentures to Alpine MIT Partners, LLC
("Alpine") and convert up to $1.2 million of existing Convertible
Debentures and Debt, primarily held by affiliates, into Common
Stock. The Company will use the proceeds for continued development
and increased product roll-out: initially, funding the applications
with the Association of Advanced Communities Research Institute
("AOAC RI") for the Certification for the rapid, low cost and
accurate bacterial identifications of the pathogens E. coli and
Salmonella; and to increase production volume by OSI
Optoelectronics, Inc. of the MIT 1000 System.
MIT is the recipient of the prestigious AOAC RI Certification
for the identification of Listeria -- the bacteria responsible for
Listeriosis, a rare but lethal food-borne infection that has a
devastating fatality rate of 25 percent. MIT with the two
additional pathogenic bacteria identifications of E. coli and
Salmonella certified will have the proven capability of identifying
over 90 percent of all bacteria causing food related illnesses.
Michael Brennan, MIT's Chairman, stated, "The food safety
industry is our initial market, where over $5 billion is spent in
rapid testing with rapid annually growth -- which should accelerate
after the recent food product contamination disclosures and federal
legislative actions. Also, the MIT System has demonstrated without
any modifications the ability to identify, within several minutes
and at a cost of pennies-per-test, over twenty different species of
bacteria including the microbes E.coli, Listeria, Salmonella,
Staphylococcus aureus, MRSA and other pathogenic bacteria."
About MIT Partners, LLC. Alpine MIT
Partners, LLC is an affiliate of Alpine Capital Partners, LLC.
("Alpine") a privately held equity investment firm that targets
direct private equity investments on an opportunity specific basis.
Alpine principals have structured, negotiated, participated,
managed, and consummated corporate transaction with collective
transaction values in excess of $1 billion, including corporate
reorganizations, leveraged and management buyouts,
mergers-of-equals, tender offers, leveraged recapitalizations,
joint ventures, going private acquisitions, venture capital
transactions, and public offerings of debt and equity
securities.
Dale Greenwald, Managing Director of Alpine, said, "We believe
that collectively these transactions should represent a significant
milestone for Micro Imaging. The anticipated conversion of over
$1.2 million in current liabilities, coupled with the proceeds from
the issuance of the long-term Debentures, significantly enhances
their capital structure. We believe that with an improved capital
structure, MIT will be well-positioned to execute their long-term
strategic plan of expanding their pathogen identifier libraries
while commencing commercialization strategies."
About the Transaction: The Securities
Purchase Agreement with Alpine MIT Partners, LLC ("Alpine') will
sell up to $2.0 million of 7% Senior Secured Convertible Debentures
(the "Debentures). The Debentures have a five-year term. The
initial Debenture will be convertible into shares of common stock
at a conversion rate of $.003 per share and the purchase and sale
of the first $1.0 million Debenture is scheduled to close on or
before April 7, 2012. The agreement provides that Alpine will be
granted a 12-month "additional investment right" to purchase up to
an additional $1.0 million of Debentures. If the additional
investment right is exercised, the second Debenture will have a
conversion rate of 0.00375 per share during the first six months,
$0.005 per share during the following three months and $0.0075 per
share thereafter. The Debentures will be secured by a first lien
security interest in all the assets of the Company. The agreement
provides that Alpine will have the right to have four of its
nominees be appointed to the Company's seven member board of
directors.
The sale of the Debentures is subject to several closing
conditions, including the conversion at the closing of $1.2 million
of existing Company indebtedness, primarily held by affiliates, at
a conversion rate of $.007 per share and the granting of a six
month option by the Company's three largest shareholders to Alpine
to purchase an aggregate of 107,142,857 shares at $.007 per
share.
About Micro Imaging Technology: MIT is a
California-based public company (OTCBB: MMTC) that has developed
and patented a rapid microbial identification system that can
revolutionize the bacteria identification market by annually saving
thousands of lives and tens of millions of dollars. The System
identifies bacteria in minutes, not days, and at a significant
per-test-cost savings when compared to any conventional method.
The System has numerous applications including: food safety,
clinical diagnostics, pharmaceutical quality assurance,
semiconductor processing control and water quality monitoring. MIT
has chosen to focus initial efforts on food quality control as
recent events have created an urgent demand for quicker and cheaper
testing for food safety.
Earlier, MIT also contracted with North American Science
Associates, Inc. ("NAMSA") (www.namsa.com), an internationally
recognized testing laboratory, to design and perform a verification
test that compared the speed, accuracy and efficiency of MIT's
System with conventional processes. The comparative tests were in a
double blind experiment, meaning that the NAMSA laboratory
technicians, using the MIT System and a well recognized
alternative, were not aware of the identity of the various
microbes. The MIT system scored 98 percent correct identifications
in fifty tests, with each test consuming several minutes for sample
preparation and an average three minutes for testing. The
alternative system was correct 80 percent and failed to identify,
with several attempts, one pathogenic bacterium and took hours per
test with the alternative biological testing method requiring
days.
This release contains statements that are forward-looking in
nature. Statements that are predictive in nature, that depend upon
or refer to future events or conditions or that include words such
as "expects," "anticipates," "intends," "plans," "believes,"
"estimates," and similar expressions are forward-looking
statements. These statements are made based upon information
available to the Company as of the date of this release, and we
assume no obligation to update any such forward-looking statements.
These statements are not guarantees of future performance and
actual results could differ materially from our current
expectations. Factors that could cause or contribute to such
differences include, but are not limited, to dependence on
suppliers; short product life cycles and reductions in unit selling
prices; delays in development or shipment of new products; lack of
market acceptance of our new products or services; inability to
continue to develop competitive new products and services on a
timely basis; introduction of new products or services by major
competitors; our ability to attract and retain qualified employees;
inability to expand our operations to support increased growth; and
declining economic conditions, including a recession. These and
other factors and risks associated with our business are discussed
from time to time within our filings with the Securities and
Exchange Commission.
CONTACT: Michael Brennan Chairman Email: Email Contact
Telephone: (805) 557-0614
Micro Imaging Technology (CE) (USOTC:MMTC)
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