Exhibit 99.1
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FOR IMMEDIATE RELEASE Contact: Xxxxxx Xxxxx
January 13, 2005 000-000-0000
Ramp Secures Financing of up to $4 Million to Fund Growth
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Also Executes Definitive Agreement for up to $25 Million Equity Line Financing
New York, NY - Ramp Corporation [AMEX: RCO] today announced that it entered into
a definitive agreement with three institutional investors, led by DKR Soundshore
Oasis Holding Fund Ltd. along with Harborview Master Fund, L.P. and Platinum
Partners Value Arbitrage Fund, L.P., for the private placement of up to $4
million of convertible redeemable debentures, convertible into common stock at
an initial conversion price of $2.40, and warrants to purchase up to one hundred
percent of the shares of common stock issuable upon conversion at an initial
purchase price of $2.40. $2 million dollars was funded to Ramp by the investors
at a first closing which has occurred and a second tranche of $2 million dollars
shall be funded to Ramp by the investors at a second closing which remains
subject to certain closing conditions.
In a separate transaction, Ramp has entered into a definitive agreement for up
to $25 million in cash of equity line financing which, subject to certain
closing conditions being met, can be drawn down upon by Ramp at its discretion.
Ramp Corporation, through its wholly owned HealthRamp subsidiary, develops and
markets the CarePoint suite of technologies.
"This financing positions us to grow the deployment of our CarePoint and
CareGiver technologies in their respective markets, while continuing to
aggressively expand their future features. In addition, the equity line will
afford us with additional liquidity, through an attractive form of financing, as
needed. This two-pronged financing, and the quality institutional investors with
whom we have completed it, should provide us with the necessary capital to grow
our business towards profitability," stated Xxxxxx Xxxxx, Ramp CEO and
President.
The convertible redeemable debentures bear interest at the rate of 8% per annum
and will be amortized over a period of time. Principal and interest on the
debentures are payable monthly at the option of Ramp in cash or shares of common
stock based upon an agreed upon formula. Subject to the terms and conditions set
forth in the definitive agreement, the equity line provides for a commitment by
the investors of up to $25 million during the two year period following
effectiveness of a registration statement to be filed with the Securities and
Exchange Commission. Following a draw down by the Company, the investor shall
receive shares of common stock based upon an 8% discount to the ten day market
price of common stock at the
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Page Two/ Ramp Secures Financing of up to $4 Million to Fund Growth
FOR IMMEDIATE RELEASE --- January 13, 2005
time of each draw down by Xxxx. The Company is under no obligation to utilize
the equity line and may cancel it at any time without penalty. Complete terms of
the financings will be set forth in the Company's Current Report on Form 8-K to
be filed with the Securities and Exchange Commission.
The private placement of debentures and warrants was made under an exemption
from the registration requirements of the Securities Act of 1933, as amended,
and investors may not offer or sell the securities sold in the offering in the
absence of an effective registration statement or exemption from registration
requirements. As part of the transaction, Xxxx agreed to file a registration
statement with the Securities and Exchange Commission within 20 days for the
purpose of registering the resale of the common stock underlying the debentures
and warrants issued in the private placement.
Ramp Corporation, through its wholly owned HealthRamp subsidiary, develops and
markets the CareGiver and CarePoint suite of technologies. CareGiver enables
long term care facility staff to easily place orders for drugs, treatments and
supplies from a wireless handheld PDA or desktop web browser. CarePoint enables
electronic prescribing, lab orders and results, Internet-based communication,
data integration, and transaction processing over a handheld device or browser,
at the point-of-care. HealthRamp's products enable communication of value-added
healthcare information among physician offices, pharmacies, hospitals, pharmacy
benefit managers, health management organizations, pharmaceutical companies and
health insurance companies. Additional information about Ramp can be found at
xxx.Xxxx.xxx.
Safe Harbor Statement: To the extent that any statements made in this press
release contain information that is not historical, these statements are
essentially forward-looking. Forward-looking statements can be identified by
the use of words such as "expects," "plans," "will," "may," "anticipates,"
"believes," "should," "intends," "estimates," and other words of similar
meaning. These statements are subject to risks and uncertainties that cannot
be predicted or quantified and, consequently, actual results may differ
materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, without limitation, the ability of the
Company to raise capital to finance the development of its Internet services
and related software, the effectiveness, profitability and the marketability
of those services, the ability of the Company to protect its proprietary
information and to retain and expand its user base, the establishment of an
efficient corporate operating structure as the Company grows and, other risks
detailed from time-to-time in our filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update any
forward-looking statements.
