SPIRAL TOYS INC
LOS ANGELES, CA--(Marketwired - Apr 12, 2016) - Spiral Toys, Inc. (
At the first closing, Spiral Toys will sell convertible debentures in the principal amount of $756,250 for a purchase price of $625,000. At a second closing, to occur after the company's resale registration statement for shares underlying the debentures is declared effective by the Securities and Exchange Commission, the company will sell convertible debentures in the principal amount of $594,000 for a purchase price of $550,000. The debentures mature one year from their dates of issuance and bear interest at 10% per annum, payable in cash or stock, subject to a make-whole payment if converted or redeemed prior to maturity. The holder may convert the debentures into shares of the company's common stock -- initially at $0.50 per share, then at $0.35 per share after the registration statement is declared effective. Commencing on the four month anniversary of the issuance of the debentures, the company will be required to repay 1/8th of the principal amount of the debentures in cash or stock. If in stock, such principal amount then owing will be converted at a discount of 30% (40% if the resale registration statement is not then effective) to the lowest volume weighted average price of the common stock during the 15 days prior to redemption. Spiral Toys can redeem the debentures upon payment of a premium, subject to customary equity conditions. The first closing is expected to occur on or about April 12, 2016, subject to the satisfaction of customary closing conditions.
Further details of the offering will be available in the company's Form 8-K to be filed with the SEC by the company and all of the transaction documents will be attached to the Form 8-K.
Carter, Terry & Company acted as the placement agent for the transaction.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities 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. The securities were offered only to accredited investors.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Spiral Toys
Spiral Toys (
Spiral sells its products worldwide, and is developing additional applications based on its platform technology for several different verticals within the entertainment industry. Spiral collects revenue on both the physical purchase of goods and the sale of digital content through Apple's App Store and the Google Marketplace. The company also acts as co-developer with major entertainment studios. For more information, visit www.spiraltoys.com.
Forward-Looking Statements
All statements in this press release that are not based on historical fact are "forward-looking statements." The terms "expects", "would", "will", "believes", and similar terms are intended to identify these forward-looking statements. Forward-looking statements are based on estimates and assumptions made by Spiral Toys in light of its experience and its perception of current conditions and expected future developments, as well as other factors that Spiral Toys believes are appropriate in the circumstances. Many factors could cause Spiral Toys' actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. These risk factors and others relating to Spiral Toys that may cause actual results to differ are set forth in Spiral Toys' periodic filings with the U.S. Securities and Exchange Commission (copies of which filings may be obtained at www.sec.gov). These factors should be considered carefully, and readers should not place undue reliance on Spiral Toys' forward-looking statements. Spiral Toys has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
