Coupon Express, Inc. (Formerly PSI Corp.) Raises an Additional $348,000 of Convertible Senior Notes and Warrants

NEW YORK, July 17, 2012 (GLOBE NEWSWIRE) – Coupon Express, Inc. (Pink Sheets:PSCP) today announced the second closing of a private placement of an additional $348,000 aggregate principal amount of Cumulative Convertible Senior Notes (“Senior Notes”) and Warrants to certain investors.  The proceeds from this closing, together with the one announced on June 1, 2012, aggregates $1,298,000.  The Senior Notes, which mature on May 30, 2013 (subject to a one-year extension under certain circumstances), are convertible into shares of the Company’s Series A Preferred Stock (“Preferred Stock”) at a rate of one share of Preferred Stock for each $25,000 of Senior Notes.  Upon the conversion of the Company’s remaining convertible debt, or upon the consent of a majority in principal amount of the Senior Notes and the Senior Notes issued on October 24, 2011 on a combined basis, the Senior Notes will be converted into shares of Preferred Stock.  The Senior Notes are secured obligations of Coupon Express and will bear interest at a rate of 7% per year.

The shares of Preferred Stock bear a cumulative dividend of 7% per annum.  Upon liquidation, and upon an acquisition of the Company, the holders of Preferred Stock are entitled to a liquidation preference equal to the greater of (i) the amount invested plus all accrued and unpaid dividends, and (ii) the amount the holders of Preferred Stock would receive had they converted the Preferred Stock to Common Stock immediately prior to such event.  Each share of Preferred Stock is convertible into 1,250,000 shares of the Company’s Common Stock, subject to certain adjustments.

The Warrants are exercisable until May 30, 2017 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Company’s Common Stock for each $25,000 of principal amount of Senior Notes.  The investors have entered into an Investors’ Rights Agreement which among other things, provides for Board representation, registration rights, and certain provisions regarding future sales of securities by the Company.

Coupon Express intends to use the net proceeds from the offering for general corporate purposes, sales and marketing and working capital.

The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.  Any offering of the securities under a resale registration statement will only be by means of a prospectus.