Glowpoint Announces Exchange of Series B-1 Preferred Stock for Common Stock
17 August 2013 - 12:22AM
Business Wire
Glowpoint, Inc. (NYSE MKT: GLOW), a leading provider of
cloud-based video collaboration, network and support services,
announced today that the Company entered into a Series B-1
Preferred Exchange Agreement (the “Agreement”), by and between the
Company and GP Investment Holdings, LLC (“GPI”), whereby, the
Company agreed to exchange (the “Exchange Transaction”) 95 shares
(the “B-1”) of the Company’s Series B-1 Preferred Stock (the
“Preferred Stock”) held by GPI for 6,333,333 shares of the
Company’s common stock, par value $0.0001 per share (the “Exchange
Shares”). The Exchange Transaction closed on August 9, 2013.
The 95 shares of B-1 Preferred Stock held a liquidation
preference of $9,736,000 as of August 9, 2013 and were exchanged
into shares of common stock at an effective conversion price of
$1.54. Following the completion of the exchange transaction, GPI
holds 15,276,138 shares of the Company’s common stock. This
includes the 6,333,333 Exchange Shares and 8,924,805 common shares
that were purchased along with the B-1 Preferred directly from
Vicis Capital Master Fund in a private transaction.
“We were very pleased to execute the Exchange Transaction as we
believe this benefits the Company and our common stockholders by
reshaping and simplifying our capital structure, retiring
$9,736,000 of liquidation preference, eliminating the dividends on
this preferred stock and adding stable long term investors,” said
Peter Holst, President and CEO of Glowpoint. “We are pleased to
welcome GPI as an investor. GPI is an investment vehicle affiliated
with Main Street Capital, a leading middle market BDC headquartered
in Houston, and the Pessin family, who are highly respected value
investors based in New York.”
In connection with the Agreement, the Company entered into a
Registration Rights Agreement (the “Registration Agreement”), with
GPI, whereby, the Company has agreed to use its best efforts to
file a registration statement, covering the 6,333,333 Exchange
Shares, with the Securities and Exchange Commission no later than
ninety (90) days after August 9, 2013. Pursuant to the Registration
Agreement, GPI has, subject to customary exceptions, agreed to a
one (1) year lock-up of its shares.
Supporting Link:
- Glowpoint Investor Information
About Glowpoint
Glowpoint, Inc. (NYSE MKT: GLOW) provides video collaboration,
network, and support services to large enterprises and mid-sized
companies to support their unified communications (UC) strategies
and business goals. More than 1,000 organizations in 96 countries
rely on our unmatched experience, business-class support and
cloud-based services to collaborate with colleagues, business
partners, and customers more effectively. To learn more please
visit www.glowpoint.com.
Forward looking and cautionary statements
The information in this release may contain statements that are
or may be deemed to be forward-looking statements and involve
factors, risks, and uncertainties that may cause actual results in
future periods to differ materially from such statements. These
factors, risks, and uncertainties include market acceptance and
availability of new video communications services; the
non-exclusive and terminable-at-will nature of sales agreements;
rapid technological change affecting demand for our services;
competition from other video communication service providers; and
the availability of sufficient financial resources to enable us to
expand our operations, as well as other risks detailed from time to
time in our filings with the Securities and Exchange Commission. We
make no representation or warranty that the information contained
herein is complete and accurate; we have no duty to correct or
update any information.
Glowpoint, Inc.Investor RelationsTony Keller, +1
973-855-3411investorrelations@glowpoint.comwww.glowpoint.com
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