Typhoon Secures $20 Million Financing Commitment and Announces 30 to 1 Forward Split
July 18 2008 - 6:55PM
Business Wire
Typhoon Touch Technologies, Inc. (OTCBB:TYTT)
(www.typhoontouchtech.com), announced today that it has secured a
total of $20,000,000 in financing with First Strategy Finance
Corp., a Panama-based institutional investor, to support its
ongoing patent litigation, future mergers & acquisitions,
working capital and general corporate use. On signing the common
stock purchase agreement (the "Purchase Agreement"), Typhoon
received $500,000 from First Strategy Finance Corp. (the
"Investor") as an initial purchase of 100,000 common stock under
the $20 million commitment, at a price of $5.00 per share. Investor
is required to purchase an additional 50,000 shares of common stock
of Typhoon within 120 days of signing the Purchase Agreement and
another 50,000 shares of common stock on filing a registration
statement with the Securities and Exchange Commission in connection
with the transaction. After the SEC has declared effective a
registration statement related to the transaction, Typhoon has the
right, over a 25-month period, to sell its shares of common stock
to Investor, from time to time, in amounts up to $100,000 per sale,
depending on certain conditions as set forth in the Purchase
Agreement, up to the full aggregate commitment of $20 million. The
purchase price of the shares related to the $19 million balance of
future funding will be based on 90% of the prevailing market prices
of Typhoon's shares at the time of sales as set out in the Purchase
Agreement. Typhoon will control the timing and amount of any sales
of shares to the Investor. There are no negative covenants,
restrictions on future fundings, penalties or liquidated damages in
the agreement. The Purchase Agreement may be terminated by Typhoon
at any time at its discretion without any additional cost to
Typhoon. The Purchase Agreement requires the Registrant to complete
a 30 for 1 forward split of its issued and outstanding share
capital within 10 days of signing the Purchase Agreement.
Concurrently with entering into the Purchase Agreement, the
Registrant entered into a registration rights agreement (the
"Registration Agreement") with Investor. Under the Registration
Agreement, the Registrant agreed to file a registration statement
related to the transaction with the U.S. Securities & Exchange
Commission ("SEC") covering the shares that have been issued or may
be issued to Investor under the Agreement within 180 days of the
date of the Registration Agreement. A more detailed description of
the Purchase Agreement and Registration Rights Agreement is set
forth in Typhoon's Current Report on Form 8-K filed today with the
SEC which the Company encourages be reviewed carefully. Forward
Split As required in the Purchase Agreement, Typhoon has effected a
thirty-for-one forward split in its common stock. This action means
that each share of Typhoon's common stock outstanding at the time
of the stock split will be converted into thirty shares of
Typhoon's common stock. As this stock split is being undertaken
pursuant to Nevada Revised Statutes 78.209, the number of
authorized shares of common stock will be increased from
900,000,000 shares to 27,000,000,000 shares. Based on the number of
shares currently outstanding prior to the stock split, the stock
split will increase the number of outstanding shares of common
stock from 14,650,000 shares to approximately 439,500,000 shares.
The legal effective date for the forward split transaction will be
July 18, 2008. The market trading effective date of the forward
split transaction is pending. A new OTCBB trading symbol for the
common stock is expected to be assigned in due course once a market
trading effective date has been determined by Corporate Data
Operations - NASDAQ OMX. Typhoon stockholders who hold their shares
in "street name" with nominees or brokerages will not be required
to take any action to receive additional shares to which they are
entitled by the forward split. However, the forward split will
require the surrender of shares held in certificate form.
Stockholders holding Typhoon stock certificates will receive their
additional shares only after the surrender of their current
certificates to Typhoon's transfer agent: Corporate Stock Transfer,
Inc. 3200 Cherry Creek South Drive, Suite 430 Denver, Colorado
80209 � Telephone: 303-282-4800 Fax: 303-282-5800 A transmittal
letter will be mailed to registered shareholders as of the
Effective Date to facilitate the receipt of new stock certificates.
Registered holders will be required to provide this transmittal
letter to Typhoon's transfer agent with each share certificate that
is surrendered. About Typhoon Touch Technologies Typhoon Touch
Technologies, Inc. (TYTT.OB), a Nevada corporation, is the owner of
foundational intellectual property in the area of portable
touch-screen computing. Please visit www.typhoontouchtech.com for
more information. This news release contains "forward-looking
statements," as that term is defined in Section 27A of the United
States Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Statements in this press release that are not
purely historical are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions
regarding the future. Such forward-looking statements include,
among other things,�that the Company licensing agreement with Nova
Mobility will enhance product development or result in innovative
products or applications, or the growth potential of touch
technology and the ability of the companies to capitalize on this
market. Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors
include, among others, the inherent uncertainties associated with
the development of an early stage technology company and its
products and the entry into new markets for our products and
services. These forward-looking statements are made as of the date
of this news release, and the company assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results could differ from those projected in the
forward-looking statements. Although we believe that the beliefs,
plans, expectations and intentions contained in this press release
are reasonable, there can be no assurance that such beliefs, plans,
expectations or intentions will prove to be accurate. Investors
should consult all of the information set forth herein and should
also refer to the risk factors disclosure outlined in our recent
current reports on Form 8-K, our annual report on Form 10-KSB, our
quarterly reports on Form 10-QSB and other periodic and current
reports filed from time-to-time with the Securities and Exchange
Commission.