On September 25, 2007, PhytoMedical Technologies, Inc. (“PhytoMedical” or the “Company”) completed a $3,205,000 private placement (the “Private Placement”), for which Palladium Capital, LLC (“Palladium”), acted as the exclusive placement agent. The Private Placement consisted of the sale of 10,683,333 units (the “Units”) at a price of $0.30 per Unit (the “Unit Issue Price”) or $3,205,000 in the aggregate.
The Units were offered and sold to 13 accredited investors (the “Investors”) as defined in Regulation D as promulgated under the Securities Act of 1933, as amended. The Unit Shares comprise approximately 5.3% of the Company’s issued and outstanding shares as at September 25, 2007.
Each Unit consisted of one share (collectively, the “Unit Shares”) of the Company’s common stock and one Class A Callable Warrant to purchase a share of common stock at $0.40 per share for a period of five years from the date of issuance (the “Class A Warrants” or “Warrants”). In connection with the Private Placement the Company agreed to file a registration statement for the purpose of registering the Unit Shares and the shares issuable upon the exercise of the Warrants, for resale by the Investors.
The Warrants are callable if the Company’s common stock trades at a price of $0.70 or higher for 10 consecutive trading days on the OTCBB. If the Company has not filed and caused to be declared effective a “Registration Statement” within one year of the original issuance date of this Warrant, covering the resale of the Warrant Shares issuable upon the exercise of this Warrant, the warrant holder, at its option, may exercise this Warrant in a cashless exercise transaction.
The proceeds of the Private Placement will be used for working capital.