AMDL, Inc. Closes Private Placement of Convertible Notes
September 16 2008 - 4:03PM
PR Newswire (US)
TUSTIN, Calif., Sept. 16 /PRNewswire-FirstCall/ --
(http://www.amdl.com/) AMDL, Inc. (AMEX:ADL), a vertically
integrated pharmaceutical company with major operations in China
and the US, announced today the successful closing and terms of a
$2,510,000 private placement offering of 10% convertible notes. The
placement agents for the offering were Jesup & Lamont
Securities Corporation and Dawson James Securities, Inc. Mr. Gary
Dreher, President and CEO of AMDL, Inc., said, "This financing
strengthens our cash position and allows us to accelerate key
business initiatives. We appreciate the financial support from our
investors and their vote of confidence in AMDL's China and US-led
operations." AMDL sold $2,510,000 of 10% convertible notes at par
value. The notes mature at the earlier of 12 months from the
completion of a registered follow-on public offering or 24 months
after issuance. The notes will be repaid either at maturity in cash
equal to 150% of the principal amount of the notes plus an amount
equivalent to 10% per annum interest, or upon forced mandatory
conversion into shares of the Company's common stock in the event
of a public offering of at least $25 million in gross proceeds to
AMDL. At any time after February 15, 2009, the holders of the notes
have the right to convert the entire principal and interest due
thereon into common stock of the Company. The conversion price will
be at a discount of fifty percent (50%) to the: (i) price of the
Company's common stock on the closing of the public offering; or
(ii) common stock on February 15, 2009; provided, however, in no
event shall the conversion price be less than $1.20 per share. In
the event of a voluntary conversion, the shares issued will not be
registered. The shares issuable on conversion carry "piggy-back"
registration rights should the Company file a registration
statement subsequent to conversion. In the event of a forced
conversion into common shares in the public offering, note holders
will be subject to a lock-up on any remaining shares not sold in
the offering for 90 days after the public offering. Upon any
conversion of the notes into common stock of the Company, the
Company shall also issue warrants to purchase common stock to the
converting investors in the amount equal to 50% of the number of
shares of common stock into which their notes were converted.
Warrants shall have a term of five years from the date of issuance
and shall be exercisable at a price equal to 120% of the closing
price of the Company's common stock on the date of conversion;
provided however, in no event shall the exercise price of the
warrants be less than 120% of the five day volume average weighted
price (VWAP) of the Company's common stock the on closing date of
the debt offering. The placement agents received cash commissions
of $251,000, representing 10% of the principal amount of the notes
purchased, $62,750 in non-accountable expenses and due diligence
fees (21/2% of the principal amount of the notes purchased), and
five year warrants to purchase a maximum of 209,167 shares of the
Company's common stock (which number will be adjusted and reduced
when the initial conversion price of the notes is determined)
exercisable at $2.69 per share, representing a price equal to 115%
of the five day VWAP of the common stock of the Company up to the
closing. AMDL structured the debt financing so the conversion price
will be determined at or about the same time as an anticipated 1st
quarter 2009 "at market" public offering. Prior to this event, the
Company expects to meet certain milestones that it believes will
positively impact the conversion price. Specifically, AMDL intends
to a secure new comprehensive credit facility in China. The credit
facility is anticipated to include collateralized mortgage
financing, construction financing, as well as lines of credit for
accounts payable and research and development. AMDL intends to use
proceeds from these financings for, among other things, the release
of new pharmaceutical products in the China market; to advance
business development efforts for the recently FDA-approved DR-70(R)
ELISA cancer monitoring test; accelerate the product development
pipeline for leading products that include Goodnak(R), the MyHPV
Chip Test Kit(R), and Domperidone; and to fund AMDL's other general
working capital needs in China and the US. No assurances can be
given that these milestones can be achieved or what the timing
thereof will be. This press release does not constitute an offer or
solicitation to sell or purchase any of the Company's securities.
Any of the Company's securities offered will not be registered
under the Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States unless
registered under the Securities Act upon applicable exemptions from
registration under the Securities Act. About AMDL: Headquartered in
Tustin, CA with operations in Shenzhen, Jiangxi, and Jilin, China,
AMDL, Inc., along with its subsidiary Jade Pharmaceutical Inc.
(JPI), is a vertically integrated bio-pharmaceutical company
devoted to the research, development, manufacturing, and marketing
of diagnostic, pharmaceutical, nutritional supplement, and cosmetic
products. The Company employs approximately 320 people in the U.S.
and China. Forward Looking Statements: Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995: The
statements contained in this document include certain predictions
and projections that may be considered forward- looking statements
under securities law. These statements involve a number of
important risks and uncertainties that could cause actual results
to differ materially including, but not limited to, the performance
of our China-based subsidiaries, as well as other economic,
competitive and technological factors involving the Company's
operations, markets, services, products, and prices. With respect
to AMDL Inc., except for the historical information contained
herein, the matters discussed in this document are forward-looking
statements involving risks and uncertainties that could cause
actual results to differ materially from those in such
forward-looking statements. The Company cautions readers not to
place undue reliance on any forward-looking statements. The Company
does not undertake, and specifically disclaims any obligation, to
update or revise such statements to reflect new circumstances or
unanticipated events as they occur. Kristine Szarkowitz
Director-Investor Relations (Tel :) 206. 310.5323 DATASOURCE: AMDL,
Inc. CONTACT: Kristine Szarkowitz, Director - Investor Relations of
AMDL, Inc., +1-206-310-5323, Web site: http://www.amdl.com/
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