Z Trim Holdings, Inc. Announces Private Placement Funding
25 Juni 2008 - 12:45AM
PR Newswire (US)
MUNDELEIN, Ill., June 24 /PRNewswire-FirstCall/ -- Z Trim Holdings,
Inc. (AMEX:ZTM) announced today that on June 18, 2008, the Company
entered into private placement subscription agreements pursuant to
which the Company sold 14 units consisting of convertible notes and
warrants, for an aggregate offering price of $1,400,000. Each of
the units (individually, a "Unit" and collectively, the "Units")
consists of a $100,000 24-month senior secured promissory note
(each a "Note" and collectively the "Notes") convertible at the
rate of $0.26 per share into 384,615 shares of Common Stock,
$.00005 par value (the "Common Stock"), bearing interest at the
rate of 8% per annum, which interest is payable quarterly in Common
Stock at the rate of $0.26 per share. Investors of each Unit also
received two five-year warrants, one to purchase 230,769 shares of
Common Stock with an exercise price of $0.01 per share (the "$0.01
Warrants"), and the other to purchase 153,846 shares of Common
Stock with an exercise price of $0.26 per share (the "$0.26
Warrants" and, together with the $0.01 Warrants, collectively the
"Warrants"). The Company also entered into registration rights
agreements in connection with the private placement pursuant to
which the Company has agreed to file with the Securities and
Exchange Commission a registration statement covering the resale of
the Common Stock underlying the Notes and the Warrants. The Company
paid a placement agent a 13% cash commission in connection with the
private placement. The placement agent also received expense
reimbursement, a five-year warrant to purchase 2,000,000 shares of
Common Stock with an exercise price of $0.01 per share, and a
five-year warrant to purchase 96,154 shares of Common Stock for
each Unit sold, with an exercise price of $0.26 per share. In
addition, the placement agent's warrants carry registration rights
that are the same as those afforded to investors in the private
placement. The Company determined that all of the securities sold
and issued in the private placement the Company were exempt from
registration under the Securities Act of 1933, as amended (the
"Act") pursuant to Section 4(2) of the Act and Rule 506 of
Regulation D promulgated under the Act. The Company based this
determination on the non-public manner in which the Company offered
the securities and on the representations of the persons purchasing
such securities, which included, in pertinent part, that such
persons the Company were "accredited investors" within the meaning
of Rule 501 of Regulation D promulgated under the Act, and that
such persons the Company were acquiring such securities for
investment purposes for their own respective accounts and not as
nominees or agents, and not with a view to resale or distribution,
and that each such person understood such securities may not be
sold or otherwise disposed of without registration under the Act or
an applicable exemption therefrom. The description of the terms of
sale of the securities described in this report is qualified in its
entirety by reference to the full text of the underlying documents
which have been filed as exhibits to this report. ABOUT Z TRIM(R) Z
Trim, http://www.ztrim.com/, is a natural, functional food
ingredient and emulsifier made from the hulls of corn. Because Z
Trim is non-caloric, replacement of added fats with Z Trim can
achieve up to 80% calorie reduction in many foods without
negatively affecting taste or texture, and can substantially reduce
harmful trans and saturated fats found in many foods. Z Trim is a
versatile product that can serve as a fat replacement or emulsifier
with texturization, binding, shaping, suspension, water control and
pH balance attributes. Z Trim has wide application in dairy
products, dressings, dips, sauces, baked goods, processed meats,
snack foods, cookies, pies, cakes, icings, brownies, bars, ice
cream, milk shakes and many other foods. Forward-Looking Statements
and Risk Factors Certain statements in this press release are
"forward.looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements involve a number of risks,
uncertainties and other factors that could cause actual results,
performance or achievements of Z Trim Holdings to be materially
different from any future results, performance or achievements
expressed or implied by these forward.looking statements. Other
factors, which could materially affect such forward.looking
statements, can be found in our filings with the Securities and
Exchange Commission at http://www.sec.gov/, including risk factors
relating to our history of operating losses, lack thus far of
significant market acceptance of our products, the fact that the
Company may dilute existing shareholders through additional stock
issuances, and our reliance on our intellectual property.
Investors, potential investors and other readers are urged to
consider these factors carefully in evaluating the forward.looking
statements and are cautioned not to place undue reliance on such
forward.looking statements. The forward.looking statements made
herein are only made as of the date of this press release and the
Company undertake no obligation to publicly update such
forward.looking statements to reflect subsequent events or
circumstances. Contact: Angela Strickland Voice: 847-549-6002
Email: DATASOURCE: Z Trim Holdings, Inc. CONTACT: Angela Strickland
of Z Trim Holdings, Inc., +1-847-549-6002, Web site:
http://www.ztrim.com/
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