Private Placement of Convertible Preferred Shares for $2.5 Million, Bridge Loan and Private Placement for $300,000
08 August 2005 - 11:30PM
PR Newswire (US)
TSX.V: IXS OTC BB: IXSBF VANCOUVER, Aug. 8 /PRNewswire-FirstCall/
-- InNexus Biotechnology, Inc. (the "Company") has negotiated a
private placement with U.S. institutional sources led by SDS
Capital Group SPC, Ltd. as a principle investor. The financing will
enable the Company's business plan for the continued development of
the Company's SuperAntibody and TransMab technologies. Summary of
Financing Terms The Company has agreed to issue 25,000 convertible
preferred shares ("Convertible Preferred Shares") at a price of
$100 per share for total gross proceeds of $2,500,000. The
Convertible Preferred Shares will be convertible at the option of
the holder for a period of five years from the Closing Date into
units comprised of 400 common shares of the Company and 400
Warrants and will bear a cumulative 8% dividend increasing to 12%
in the third and succeeding years. Each Warrant will entitle the
holder to purchase one additional common share of the Company at a
price of $0.25 per share for five years from the Closing Date. The
Company will have the right to redeem any outstanding Convertible
Preferred Shares after the fifth anniversary from the Closing Date
at a price of $120.00 per share, plus any accumulated and unpaid
dividends. Holders will have a further right of conversion for 20
days following notice of redemption. Proceeds of the private
placement will be used to fund continued development of the
Company's SuperAntibody technology and general working capital.
Finders fees of 8% of the gross proceeds of the placement will be
payable upon completion of the placement. In addition, the Company
has arranged for a bridge loan of $250,000 to fund its operations
pending completion of the convertible preferred placement (the
"Bridge Loan"). The Bridge Loan will be evidenced by a convertible
note (the "Bridge Note") payable on the earlier of (i) one hundred
and eighty (180) days from the issuance date of the Bridge Note
(the "Issuance Date") or (i) the closing of the convertible
preferred placement and will bear interest at a rate of 10% per
annum in the first ninety (90) days from the Issuance Date and 15%
per annum thereafter until maturity. Under the terms of the Bridge
Note, the holder thereof may, at its option, elect to convert all
or a portion of the outstanding principal amount of this Note, plus
all accrued but unpaid interest thereon into Convertible Preferred
Shares at a conversion price equal to one hundred ten percent
(110%) of the outstanding principal amount of the Bridge Note plus
any accrued interest thereon being converted. The Bridge Note will
be secured by a first charge on all of the assets of the Company
and its subsidiaries. The issuance of the Convertible Preferred
Shares is subject to, among other things, acceptance for filing by
the TSX Venture Exchange, which remains outstanding. Completion of
the above financings is subject to satisfaction of a number of
conditions precedent, including completion of legal documentation
and due diligence satisfactory to the purchasers, and receipt of
all necessary regulatory approvals, including TSX-V acceptance for
filing. The offered securities have not been, nor will be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in
certain transactions exempt from the registration requirements of
the U.S. Securities Act of 1993. This News Release shall not
constitute an offer to sell, or the solicitation of an offer to
buy, the securities in any jurisdiction. Private Placement of
Common Shares The Company has also agreed to a non-brokered private
placement of 1,200,000 units at $0.25 per unit. Each unit will
consist of one common share and one non-transferable share purchase
warrant, exercisable to purchase an additional common share of the
Company at $0.30 per share for a two year period from closing. A
finder's fee may be paid in accordance with Exchange policies on a
portion of this private placement, which is subject to acceptance
for filing by the Exchange. ON BEHALF OF THE BOARD OF THE DIRECTORS
"ALTON C. MORGAN" Dr. Alton C. Morgan President & CEO About
InNexus InNexus is an innovative antibody-driven drug development
company that has developed two technology platforms,
SuperAntibody(TM) and TransMAbs(TM), which improve the potency of
existing antibody products while opening new markets and disease
applications. Both platforms utilize unique, novel and patented
methods and technologies of InNexus. InNexus is headquartered in
British Columbia, Canada and has its own in-house developmental
facilities. These development facilities provide validation of
protein and peptide discoveries, enabling InNexus (and its
strategic partners) to advance novel drug therapeutics and
diagnostics. To learn more about InNexus please visit
http://www.innexusbiotech.com/ Or contact Investor Relations:
Toll-free: 1-866-990-8382 or 1-888-271-0788 Forward-Looking
Statements This news release contains forward-looking statements.
These statements are not historical facts and are subject to risks
and uncertainties which could cause actual results and the timing
of certain events to differ materially from those set forth in or
implied herein including, without limitation, risks associated with
clinical development, regulatory approvals, product
commercialization, intellectual property claims litigation and
other risks associated with the Company's proposed activities. The
TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release. DATASOURCE: InNexus
Biotechnology, Inc. CONTACT: To learn more about InNexus please
visit http://www.innexusbiotech.com/ or contact Investor Relations:
Toll-free: 1-866-990-8382 or 1-888-271-0788,
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