Attached files
file | filename |
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8-K - RADIENT PHARMACEUTICALS Corp | v209458_8-k.htm |
EX-10.1 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-1.htm |
EX-10.3 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-3.htm |
EX-10.2 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-2.htm |
EX-10.4 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-4.htm |
EXHIBIT 99.1
|
RPC
Contact:
Kristine
Szarkowitz
Director-Investor
Relations
kszarkowitz@radient-pharma.com
(Tel
:) 206.310.5323
|
RADIENT
PHARMACEUTICALS ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT
FOR
PRIVATE PLACEMENT OF $8.4 MILLION CONVERTIBLE NOTES AND WARRANTS
FINANCING
Agreement
expresses investor confidence in Company's commercialization strategy for its
Onko-Sure(R) IVD cancer test.
The $8.4
million of Note issued pursuant to this transaction has an 11 month term and
will be initially convertible in whole or in part into shares of RPC common
stock at the conversion price equal to $0.60 per share, subject to adjustment.
Each buyer will pay $888.88 for each $1,000.00 of principal amount of Notes and
related Warrants to be purchased at closing. The conversion price of
the Notes are subject to adjustment upon the occurrence of certain events,
including recapitalization, stock splits, and similar corporate actions. Each
buyer will receive a Series A Warrant and a Series B Warrant, each of which has
a five year term. The Series A Warrants are initially exercisable at $0.67 per
share and the Series B Warrants are initially exercisable at $0.8175 per
share. The exercise price of the Warrant and the number of warrant
shares is subject to adjustment upon the occurrence of certain events, including
capital adjustments and reorganizations. The Company is required to
file a registration statement to register for resale 130% of the number of
shares of common stock issuable upon conversion of the Note and exercise of the
Warrant on or before February 9, 2011. Additional terms of this
transaction will be disclosed on a Form 8-K to be filed by the Company. Reedland
Capital Partners, an Institutional Division of Financial West Group, member
FINRA/SIPC, served as the company's placement agent and financial advisor in
connection with the financing.
“This
financing, when combined with the previously announced ongoing and anticipated
debt conversions and exchanges, will put RPC in a dramatically improved
financial position that allows for the rapid commercialization of our
Onko-Sure(R) IVD cancer test. It also reflects the strong
support from RPC investors that believe in the potential of our Onko-Sure IVD
cancer test and have confidence in the Company’s management team and business
strategy," said Douglas MacLellan, Chairman and CEO of RPC.
This
press release is not an offer to sell or a solicitation of an offer to buy, nor
shall there be any sales of the securities in any jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. The
securities were offered only to accredited investors. The securities
referenced herein have not been registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
For
additional information on Radient Pharmaceuticals, ADI and its portfolio of
products visit the Company’s corporate website at www.Radient-Pharma.com. For
Investor Relations information contact Kristine Szarkowitz at IR@Radient-Pharma.com or
1.206.310.5323.
About Radient
Pharmaceuticals:
RPC Contact
Information:
For
additional information on Radient Pharmaceuticals Corporation and its products
visit: www.radient-pharma.com or send
e-mail to info@radient-pharma.com. For
Investor Relations contact Kristine Szarkowitz at IR@RadientPharma.com or
1.206.310.5323.
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 joint venture partners, as well as other economic,
competitive and technological factors involving the Company’s operations,
markets, services, products, and prices. With respect to Radient Pharmaceuticals
Corporation, 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.
###