Issuer:
|
Converted Organics Inc. | |
Securities Offered:
|
15,000,000 units (not including any additional units issuable upon exercise of the underwriters over-allotment option as described below), each unit consisting of (i) one share of common stock and (ii) one Class H warrant, with each Class H warrant exercisable for one share of common stock at an exercise price of $1.30 per share. | |
Each of the units, the common stock included in the units, and the Class H warrants included in the units will be listed on the NASDAQ Capital Market. The units will begin trading immediately on the closing of the offering and each of the common stock and the Class H warrants will begin trading separately on the 45th day after the closing of the offering, unless the representative of the underwriters determines that an earlier date is acceptable. | ||
Over-allotment:
|
We have granted to the underwriters an over-allotment option to purchase up to 2,250,000 additional units from us at the same price to the public, less underwriting discounts. The underwriters may exercise this option any time during the 45-day period after the date of this prospectus, but only to cover over-allotments, if any. | |
Purchase Price:
|
$1.06 per unit | |
Units: |
||
Number outstanding before this offering |
None. |
Number to be outstanding after this
offering
|
15,000,000 | |
Common Stock: |
||
Number
outstanding before this offering |
20,494,532 shares | |
Number
to be outstanding after this offering |
35,494,532 shares (without giving effect to the over-allotment, exercise of the Class H warrants, or any of our other outstanding options, warrants or convertible notes) | |
Class H Warrants: |
||
Number outstanding before this offering |
None. | |
Number to be outstanding after this
offering
|
15,000,000 | |
Exercise Price
|
$1.30 per share | |
Securities issuable upon exercise of
Class H warrants
|
Each Class H warrant is exercisable for one share of common stock. | |
Exercise Period
|
The Class H warrants will be exercisable 60 days after issuance, or on December 14, 2009. The Class H warrants will expire at 5:00 p.m., New York City time, on October 14, 2014. | |
NASDAQ
Capital Market Symbols for our: |
||
Units
|
COINU | |
Common Stock
|
COIN | |
Class B warrants
|
COINZ | |
Class H warrants
|
COINW | |
Lock-ups:
|
We and each of our directors and executive officers have agreed to certain restrictions on the ability to sell additional shares of our common stock for a period ending 180 days after the date of this prospectus, subject to extension as described below. We and they have agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any shares of common stock, options or warrants to acquire shares of common stock, or any related security or instrument, without the prior written consent of Chardan Capital Markets, LLC on behalf of the underwriters, subject to certain exceptions. | |
The lock-up period described in the preceding paragraph will be extended if (1) during the last 17 days of the lock-up period we issue an earnings release or material news or a material event |
relating to us occurs or (2) prior to the expiration of the lock-up period we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period, in which case the lock-up period will be extended until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event. | ||
Dilution:
|
Our unaudited net tangible book value on June 30, 2009 was approximately $791,044, or approximately $0.04 per share of common stock. Net tangible book value per share is equal to the amount of our total tangible assets, less total liabilities, divided by the aggregate number of shares of common stock outstanding. Dilution per share represents the difference between the amount per unit paid by purchasers of units in this offering of $1.06 per unit and the net tangible book value per share of our common stock immediately after this offering. After giving effect to the sale of 15,000,000 units in this offering at a price of $1.06 per unit (and assuming no exercise of the Class H warrants) and the sale of 1,961,000 shares of common stock in our July 2009 offering at a price of $1.02 per share, and after deducting $1,540,000 for repayment of the note issued in September 2009 and estimated offering expenses of $1,664,000, our net tangible book value as of June 30, 2009 would have been approximately $15,365,312, or approximately $0.44 per share. This represents an immediate dilution of $0.62 per share to new investors purchasing units in this offering. | |
Underwriters:
|
We and the underwriters named below have entered into an underwriting agreement with respect to the units being offered. Subject to certain conditions, each underwriter is severally committed to purchase all of the units offered hereby in the respective amounts indicated in the following table, other than those units covered by the over-allotment option. The Company has engaged Chardan Capital Markets, LLC to act as the representative of the underwriters in connection with the offering. |
Underwriters | Number of Units | |||
Chardan Capital Markets, LLC |
13,500,000 | |||
Paulson Investment Company, Inc. |
1,500,000 |
The underwriters will receive a commission equal to 6% of the gross proceeds of the offering and a non-accountable expense allowance equal to 2.5% of the gross proceeds of the offering. Additionally, we have agreed to sell to the representative of the underwriters, for $100, an option to purchase up to a total of 300,000 units (2% of the units sold). The units issuable upon exercise of this option are identical to those offered by the prospectus. This option is exercisable at $1.749 per share (165% of the price of the units sold in the offering), commencing on a date which is one year from the effective date of the registration statement and expiring five years from the effective date of the registration statement. The option may not be transferred for one year from the effective date of the registration statement. |
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