Company sells units of four common shares and two three-year warrants
By Devika Patel
Knoxville, Tenn., March 8 - Ciglarette, Inc. offered further details in a Tuesday press release concerning a private placement of units that settled on March 1. The deal raised $1.38 million and was conducted by Hunter Wise Securities, LLC.
The company sold 69,000 units at $20.00 apiece. Each unit consists of four common shares and two three-year warrants. Half of the warrants are exercisable at $6.25, with the remainder exercisable at $7.50.
The company also acquired Kirin China Holding, Ltd. and received all of Kirin's outstanding shares; Kirin became a subsidiary of the company on March 1. As a result, the former controlling shareholders of Kirin became the controlling shareholders of Ciglarette. Former officers and directors of Ciglarette resigned on March 1; Jianfeng Guo was appointed chairman of the company's board of directors, and Longlin Hu and Yaojun Liu became members of the board as well. Hu will also be the company's new president and chief executive officer.
As a component of the offering, Kirin entered into a "make good" provision under which the company must achieve an after-tax net income of at least $20 million for the fiscal year ended Dec. 31, 2010 and at least $35 million for the fiscal year ended Dec. 31, 2011. If those targets are not attained, the placement investors will receive, on a pro rata basis, additional common shares.
Based in Manassas, Va., Ciglarette makes smokeless cigarettes. Kirin is a developer of residential mixed-use properties in Xingtai, China.
| Issuer: | Ciglarette, Inc.
|
| Issue: | Units of four common shares and two warrants
|
| Amount: | $1.38 million
|
| Units: | 69,000
|
| Price: | $20.00
|
| Warrants: | Two warrants per unit
|
| Warrant expiration: | Three years
|
| Warrant strike prices: | $6.25, $7.50
|
| Agent: | Hunter Wise Securities, LLC
|
| Settlement date: | March 1
|
| Stock symbol: | OTCBB: CRTT
|
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