Payment of the Notes. The Units, Notes, Warrants, and the common stock (including the common stock which may be issued in payment of interest due under the Notes and into which the Notes may be converted or issuable upon exercise of the Warrants) are and will be “restricted securities.” As restricted securities they may be sold only upon registration under the Securities Act and applicable state securities laws, or upon reliance on an exemption from the registration requirements. Offerees should consider purchasing the Units only as a long-term investment. Offerees may not be able to promptly liquidate their investment at a reasonable price, or for any price, in the event of a personal financial emergency or otherwise. We may not be able to obtain the significant financing that we need to continue to operate and any additional financing may be on terms adverse to your interests. The Units are being sold on a “best efforts” basis and no assurance can be given that all of the Units being offered will be sold. We are continuing to seek other financing initiatives to meet our working capital needs. Our operating plan seeks to minimize our capital requirements, but further commercialization of our products will require additional capital. We expect that product development and operating and production expenses will increase significantly as we continue to develop, produce and sell products. No assurance can be given that we will be successful in completing this Offering or any other financings at the minimum level necessary to fund our capital requirements, current operations or at all. If we are unsuccessful in completing these financings at such minimum level, we will not be able to fund our capital requirements or current expenses. If we are unsuccessful in completing these financings at or near the maximum level or an additional financing, we will not be able to pursue our business strategy. Additional financing may not be available on terms favorable to us or at all. We estimate that we will need approximately $3.4 million to continue to operate over the next 12 months in order to implement our business plan in addition to the remaining proceeds provided from privately placed bridge loans of $2.2 million that closed from April 2006 to June 27, 2007. These remaining bridge loan proceeds may not be sufficient to meet our needs until the standby equity distribution agreement described below is available for us to draw on. Our long-term financing needs are expected to be provided from the standby equity distribution agreement we entered into in January 2006 with Cornell Capital Partners, L.P. Pursuant to the standby equity distribution agreement we may, at our discretion, periodically sell to Cornell Capital shares of our common stock for a total purchase price of up to $10 million. We will need to register under the Securities Act the shares to be issued under the standby equity distribution agreement before such shares can be issued to Cornell Capital in the future. We have not yet registered such shares with the SEC and there can be no assurance that we will register such shares or draw down funds under the standby equity distribution agreement. In addition, we will not be in a position to access the capital under the standby equity distribution agreement until our securities are quoted on the Over-the-Counter Bulletin Board. Our common stock is presently not traded on any public market or securities exchange. There can be no assurance that we will successfully list our securities for quotation on the Over-the-Counter Bulletin Board. For this and other reasons, there is substantial risk of non-payment of the Notes.
Appears in 1 contract
Samples: Subscription Agreement (Performance Health Technologies Inc)
Payment of the Notes. The Units, Notes, Warrants, and the common stock (including the common stock which may be issued in payment of interest due under the Notes and into which the Notes may be converted or issuable upon conversion of the notes and exercise of the Warrants) are and Warrants will be “restricted securities.” As restricted securities they may be sold only upon registration under the Securities Act and applicable state or other jurisdictions’ securities laws, or upon reliance on an exemption from the registration requirements. Offerees should consider purchasing the Units only as a long-term investment. Offerees may not be able to promptly liquidate their investment at a reasonable price, or for any price, in the event of a personal financial emergency or otherwise. We may not be able to obtain the significant financing that we need to continue to operate and any additional financing may be on terms adverse to your interests. The Units are being sold on We have recently entered into a “best efforts” basis and no assurance can be given that all number of the Units being offered will be soldfinancing transactions. We are continuing to seek other financing initiatives initiatives. We need to raise additional capital to meet our working capital needs, for the repayment of debt and for capital expenditures. Our operating plan seeks Such capital is expected to minimize our capital requirements, but further commercialization come from the sale of our products will require additional capitaldebt and/or equity securities through private placement offerings and/or the sale of common stock. We expect believe that product if we raise approximately $10.2 million in debt and equity financings we would have sufficient funds to meet our needs for working capital ($1.1 million), repayment of debt (approximately $7.6 million expected to mature from July 1, 2008 to June 30, 2009), accounts payable and accrued expenses (approximately $1.2 million) and balance to be utilized for marketing and development and operating and production expenses will increase significantly as over the next 12 months. As of June 30, 2008, we continue to develop, produce and sell productshad cash balances of approximately $197,000. No assurance can be given that we will be successful in completing this Offering or any other financings at the minimum level necessary to fund our capital requirementsworking capital, current operations debt repayment or other expenses, or at all. If we are unsuccessful in completing these financings at such minimum levelfinancings, we will not be able to fund meet our working capital, debt repayment or other capital requirements needs or current expensesexecute our business plan. If we are unsuccessful in completing these financings at or near the maximum level or an additional financing, In such case we will not be able to pursue our business strategy. Additional financing may not be assess all available on terms favorable to us or at all. We estimate that we will need approximately $3.4 million to continue to operate over the next 12 months in order to implement our business plan in addition to the remaining proceeds provided from privately placed bridge loans of $2.2 million that closed from April 2006 to June 27, 2007. These remaining bridge loan proceeds may not be sufficient to meet our needs until the standby equity distribution agreement described below is available for us to draw on. Our long-term financing needs are expected to be provided from the standby equity distribution agreement we entered into in January 2006 with Cornell Capital Partners, L.P. Pursuant to the standby equity distribution agreement we may, at our discretion, periodically sell to Cornell Capital shares alternatives including a sale of our common stock for a total purchase price assets or merger, the suspension of up to $10 million. We will need to register under the Securities Act the shares to be issued under the standby equity distribution agreement before such shares can be issued to Cornell Capital in the future. We have not yet registered such shares with the SEC operations and there can be no assurance that we will register such shares possibly liquidation, auction, bankruptcy, or draw down funds under the standby equity distribution agreement. In addition, we will not be in a position to access the capital under the standby equity distribution agreement until our securities are quoted on the Over-the-Counter Bulletin Board. Our common stock is presently not traded on any public market or securities exchange. There can be no assurance that we will successfully list our securities for quotation on the Over-the-Counter Bulletin Boardother measures. For this these and other reasons, there is substantial risk of non-payment of the Notes. We have had limited product sales, a history of operating losses and have been unprofitable since inception. We have had limited sales of our products to date. We incurred net losses of approximately $1.2 million during the quarter ended June 30, 2008. We expect to incur substantial additional operating losses in the future. During the quarter ended June 30, 2008, we generated revenues from product sales in the amount of $0. We cannot assure you that we will continue to generate revenues from operations or achieve profitability in the near future or at all. For these and other reasons, there is substantial risk of non-payment of the Notes. We have a working capital loss, which means that our current assts were not sufficient to satisfy our current liabilities on June 30, 2008. We had a working capital deficit of $11,164,933 at June 30, 2008, which means that our current liabilities exceeded our current assets on June 30, 2008 by $11,164,933. Current assets are assets that are expected to be converted to cash or otherwise utilized within one year and, therefore, may be used to pay current liabilities as they become due. Our working capital deficit means that our current assets on December 31, 2007 were not sufficient to satisfy all of our current liabilities on that date. For these and other reasons, there is substantial risk of non-payment of the Notes. No advice is given as to the tax aspects of the Units. Offerees are advised that we are giving no advice as to the tax implications of an investment in the Units. Offerees should obtain their own tax advice prior to making a decision to purchase a Unit. The interest rate and conversion price of the Notes and the exercise price of the Warrants has been arbitrarily set by the Board of Directors. The interest rate and conversion of the Notes and the exercise price of the Warrants have been determined by our Board of Directors, based, in part, on our prospects in the industry, an assessment of our financial condition and other factors deemed relevant by the Board. The interest rate and conversion price of the Notes and the exercise price of the Warrants, however, are not based on our historical earnings, the book value of our common stock, or any other objective criteria and should not be deemed to be an indication of the value of our common stock.
Appears in 1 contract
Samples: Debt Exchange Agreement (Performance Health Technologies Inc)
Payment of the Notes. The Units, Notes, Warrants, and the common stock (including the common stock which may be issued in payment of interest due under the Notes and into which the Notes may be converted or issuable upon exercise of the Warrants) are and will be “restricted securities.” As restricted securities they may be sold only upon registration under the Securities Act and applicable state securities laws, or upon reliance on an exemption from the registration requirements. Offerees should consider purchasing the Units only as a long-term investment. Offerees may not be able to promptly liquidate their investment at a reasonable price, or for any price, in the event of a personal financial emergency or otherwise. We may not be able to obtain the significant financing that we need to continue to operate and any additional financing may be on terms adverse to your interests. The Units are being sold on We have recently entered into a “best efforts” basis and no assurance can be given that all number of the Units being offered will be soldfinancing transactions. We are continuing to seek other financing initiatives initiatives. We need to raise additional capital to meet our working capital needs, for the repayment of debt and for capital expenditures. Our operating plan seeks Such capital is expected to minimize our capital requirements, but further commercialization come from the sale of our products will require additional capitaldebt and/or equity securities through private placement offerings and/or the sale of common stock. We expect believe that product if we raise approximately $5.6 million in debt and equity financings we would have sufficient funds to meet our needs for working capital ($1.2 million), repayment of debt (approximately $2.6 million expected to mature from September 30, 2007 to September 30, 2008), accounts payable, accrued expenses and marketing and development (approximately $1.8 million) and operating and production expenses will increase significantly as for capital expenditures (approximately $0.1 million) over the next twelve months. As of September 30, 2007, we continue to develop, produce and sell productshave cash balances in excess of $0.1 million. No assurance can be given that we will be successful in completing this Offering or any other financings at the minimum level necessary to fund our capital equipment, debt repayment or working capital requirements, current operations or at all. If we are unsuccessful in completing these financings at such minimum levelfinancings, we will not be able to fund meet our working capital, debt repayment or capital requirements equipment needs or current expensesexecute our business plan. If In such case we are unsuccessful will assess all available alternatives including a sale of our assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures. For this and other reasons, there is substantial risk of non-payment of the Notes. We have had limited product sales, a history of operating losses and have been unprofitable since inception. We have had limited sales of our products to date. We incurred net losses of approximately $5.3 million during the year ended December 31, 2006 and approximately $4.3 million for the nine months ended September 30, 2007. We expect to incur substantial additional operating losses in completing these financings at or near the maximum level or an additional financingfuture. During the year ended December 31, 2006 and the nine months ended September 30, 2007, we generated revenues from product sales in the amounts of approximately $5,278 and $589, respectively. We cannot assure you that we will not be able continue to pursue our business strategy. Additional financing may not be available on terms favorable to us generate revenues from operations or achieve profitability in the near future or at all. For this and other reasons, there is substantial risk of non-payment of the Notes. We estimate have a working capital loss, which means that we will need approximately $3.4 million our current assets on September 30, 2007 were not sufficient to continue to operate over the next 12 months in order to implement satisfy our business plan in addition to the remaining proceeds provided from privately placed bridge loans current liabilities. We had a working capital deficit of $2.2 million that closed from April 2006 to June 276,352,667 at September 30, 2007, which means that our current liabilities exceeded our current assets on September 30, 2007 by $6,352,667. These remaining bridge loan proceeds may not be sufficient to meet our needs until the standby equity distribution agreement described below is available for us to draw on. Our long-term financing needs Current assets are assets that are expected to be provided from the standby equity distribution agreement we entered into in January 2006 with Cornell Capital Partnersconverted to cash or otherwise utilized within one year and, L.P. Pursuant therefore, may be used to the standby equity distribution agreement we maypay current liabilities as they become due. Our working capital deficit means that our current assets on September 30, at our discretion, periodically sell 2007 were not sufficient to Cornell Capital shares satisfy all of our common stock for a total purchase price of up to $10 million. We will need to register under the Securities Act the shares to be issued under the standby equity distribution agreement before such shares can be issued to Cornell Capital in the future. We have not yet registered such shares with the SEC and there can be no assurance current liabilities on that we will register such shares or draw down funds under the standby equity distribution agreement. In addition, we will not be in a position to access the capital under the standby equity distribution agreement until our securities are quoted on the Over-the-Counter Bulletin Board. Our common stock is presently not traded on any public market or securities exchange. There can be no assurance that we will successfully list our securities for quotation on the Over-the-Counter Bulletin Boarddate. For this and other reasons, there is substantial risk of non-payment of the Notes.
Appears in 1 contract
Samples: Subscription Agreement (Performance Health Technologies Inc)
Payment of the Notes. The Units, Notes, Warrants, and the common stock (including the common stock which may be issued in payment of interest due under the Notes and into which the Notes may be converted or issuable upon exercise of the Warrants) are and Warrants will be “restricted securities.” As restricted securities they may be sold only upon registration under the Securities Act and applicable state or other jurisdictions’ securities laws, or upon reliance on an exemption from the registration requirements. Offerees should consider purchasing the Units only as a long-term investment. Offerees may not be able to promptly liquidate their investment at a reasonable price, or for any price, in the event of a personal financial emergency or otherwise. We may not be able to obtain the significant financing that we need to continue to operate and any additional financing may be on terms adverse to your interests. The Units are being sold on We have recently entered into a “best efforts” basis and no assurance can be given that all number of the Units being offered will be soldfinancing transactions. We are continuing to seek other financing initiatives initiatives. We need to raise additional capital to meet our working capital needs, for the repayment of debt and for capital expenditures. Our operating plan seeks Such capital is expected to minimize our capital requirements, but further commercialization come from the sale of our products will require additional capitaldebt and/or equity securities through private placement offerings and/or the sale of common stock. We expect believe that product if we raise approximately $7.7 million in debt and equity financings we would have sufficient funds to meet our needs for working capital ($1.0 million), repayment of debt (approximately $5.2 million expected to mature from January 1, 2008 to December 31, 2008), accounts payable and accrued expenses (approximately $1.0 million) and marketing and development and operating and production expenses will increase significantly as (approximately $0.5 million) over the next 12 months. As of December 31, 2007, we continue to develop, produce and sell productshad cash balances of approximately $36,000. No assurance can be given that we will be successful in completing this Offering or any other financings at the minimum level necessary to fund our capital requirementsworking capital, current operations debt repayment or other expenses, or at all. If we are unsuccessful in completing these financings at such minimum levelfinancings, we will not be able to fund meet our working capital, debt repayment or other capital requirements needs or current expensesexecute our business plan. If we are unsuccessful in completing these financings at or near the maximum level or an additional financing, In such case we will not be able to pursue our business strategy. Additional financing may not be assess all available on terms favorable to us or at all. We estimate that we will need approximately $3.4 million to continue to operate over the next 12 months in order to implement our business plan in addition to the remaining proceeds provided from privately placed bridge loans of $2.2 million that closed from April 2006 to June 27, 2007. These remaining bridge loan proceeds may not be sufficient to meet our needs until the standby equity distribution agreement described below is available for us to draw on. Our long-term financing needs are expected to be provided from the standby equity distribution agreement we entered into in January 2006 with Cornell Capital Partners, L.P. Pursuant to the standby equity distribution agreement we may, at our discretion, periodically sell to Cornell Capital shares alternatives including a sale of our common stock for a total purchase price assets or merger, the suspension of up to $10 million. We will need to register under the Securities Act the shares to be issued under the standby equity distribution agreement before such shares can be issued to Cornell Capital in the future. We have not yet registered such shares with the SEC operations and there can be no assurance that we will register such shares possibly liquidation, auction, bankruptcy, or draw down funds under the standby equity distribution agreement. In addition, we will not be in a position to access the capital under the standby equity distribution agreement until our securities are quoted on the Over-the-Counter Bulletin Board. Our common stock is presently not traded on any public market or securities exchange. There can be no assurance that we will successfully list our securities for quotation on the Over-the-Counter Bulletin Boardother measures. For this these and other reasons, there is substantial risk of non-payment of the Notes.. We have had limited product sales, a history of operating losses and have been unprofitable since inception. We have had limited sales of our products to date. We incurred net losses of approximately $5.3 million during the year ended December 31, 2006 and approximately $5.4 million for the year ended December 31, 2007. We expect to incur substantial additional operating losses in the future. During the year ended December 31, 2006 and year ended December 31, 2007, we generated revenues from product sales in the amounts of $5,278 and $5,309, respectively. We cannot assure you that we will continue to generate revenues from operations or achieve profitability in the near future or at all. For these and other reasons, there is substantial risk of non-payment of the Notes. We have a working capital loss, which means that our current assts were not sufficient to satisfy our current liabilities on December 31, 2007. We had a working capital deficit of $8,398,048 at December 31, 2007, which means that our current liabilities exceeded our current assets on December 31, 2007 by $8,398,048. Current assets are assets that are expected to be converted to cash or otherwise utilized within one year and, therefore, may be used to pay current liabilities as they become due. Or working capital deficit means that our current assets on December 31, 2007 were not sufficient to satisfy all of our current liabilities on that date. For these and other reasons, there is substantial risk of non-payment of the Notes. There is no minimum amount of Units; consummation of the Offering is in multiple closings. There is no minimum amount of Units that must be subscribed for in order for us to close on any Units. We intend to use the proceeds we receive from any Unit subscriptions we accept, when and if received, irrespective of the amount of Unit subscriptions we receive. This offering of Units will be subject to multiple closings, if and when we receive any subscriptions. All subscriptions we receive and accept will be treated exactly the same, irrespective of whether we receive certain subscriptions earlier and a closing was effectuated with respect thereto in advance of our receipt of other subscriptions in this Offering. Accordingly, investors who purchase Units prior to other investors
Appears in 1 contract
Samples: Subscription Agreement (Performance Health Technologies Inc)
