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January 14, 2002
AMNIS SYSTEMS INC (AMNM.OB)
form 8-K
ITEM 5. OTHER EVENTS.
Financing Transaction -
On December 28, 2001, we entered into a Securities Purchase Agreement pursuant to which we issued and sold a 12% two-year Secured Convertible Debenture in the principal amount of $500,000, Investment Options for the purchase up to $500,000 of our common stock, and Warrants exercisable for up to 1,000,000 shares of our common stock in a private financing arranged by Bristol DLP, LLC. The Securities Purchase Agreement further provides for the issuance and sale of an additional 12% two-year Secured Convertible Debenture in the principal amount of $500,000 and Investment Options for the purchase of up to $500,000 of our common stock. The Debentures are convertible at the holder's option at any time into shares of our Common Stock at the lesser of a 30% premium to the average of the lowest three trading prices of our shares during the 20 trading day period ending one trading day prior to the date of conversion, or $0.385 per share.
We may prepay all outstanding Debentures at any time after their issuance on ten trading days prior written notice to the holders of the Debentures. We have agreed to register the resale of the common stock that would be issued upon conversion of the Debentures and exercise of the Investment Options and Warrants. The proceeds of the financing will be used for general corporate purposes.
Further and more detailed information with respect to this transaction is set forth in the Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement, the form of Secured Convertible Debenture and the form of Warrant, each of which is filed as an exhibit to this report and incorporated into this report by reference.
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AMNIS SYSTEMS INC (AMNM.OB)
form 8-K
ITEM 5. OTHER EVENTS.
Financing Transaction -
On December 28, 2001, we entered into a Securities Purchase Agreement pursuant to which we issued and sold a 12% two-year Secured Convertible Debenture in the principal amount of $500,000, Investment Options for the purchase up to $500,000 of our common stock, and Warrants exercisable for up to 1,000,000 shares of our common stock in a private financing arranged by Bristol DLP, LLC. The Securities Purchase Agreement further provides for the issuance and sale of an additional 12% two-year Secured Convertible Debenture in the principal amount of $500,000 and Investment Options for the purchase of up to $500,000 of our common stock. The Debentures are convertible at the holder's option at any time into shares of our Common Stock at the lesser of a 30% premium to the average of the lowest three trading prices of our shares during the 20 trading day period ending one trading day prior to the date of conversion, or $0.385 per share.
We may prepay all outstanding Debentures at any time after their issuance on ten trading days prior written notice to the holders of the Debentures. We have agreed to register the resale of the common stock that would be issued upon conversion of the Debentures and exercise of the Investment Options and Warrants. The proceeds of the financing will be used for general corporate purposes.
Further and more detailed information with respect to this transaction is set forth in the Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement, the form of Secured Convertible Debenture and the form of Warrant, each of which is filed as an exhibit to this report and incorporated into this report by reference.
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