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Regulation D Related News
 in chronological order

 See also: Regulation D Related Books, Regulation D Related Scholarly Papers, or Regulation D Home Page.

Table of Contents:
 

NYFIX, Inc. Announces $75 Million Private Equity Investment From Warburg Pincus

September 5, 2006
From Bob's Guide:
 NYFIX Inc. (Pink Sheets: NYFX), a leader in technology solutions for the financial marketplace, today announced it has entered into a definitive agreement to sell $75 million of convertible preferred stock to Warburg Pincus, a leading global private equity firm. NYFIX intends to use the net proceeds from the investment, after deducting a 6% placement agent fee and other transaction- related expenses, for general corporate purposes and business development activities.

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RMD Entertainment Closes Regulation D Offering

August 23, 2006
From MarketWire:
 RMD Entertainment Group (PINKSHEETS: RMDG) announced today that it has closed its Regulation D, Rule 504 offering and is no longer selling shares of its common stock to accredited investors. A Form D is being filed with the Securities and Exchange Commission this week, disclosing that the company has raised $990,000 in the offering over the past twelve months. The limit to any such offering is $1 million per year.

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Taking Private Equity Public

July 24, 2006
From mondaq:
 Private equity fund investing has historically been the exclusive province of wealthy investors. Such funds have largely been structured as limited partnerships, with the investors as the "limited partners" or "LPs" and the private equity manager as the "general partner." In the United States, each LP of a private equity fund must generally be an "accredited investor," which is a person or legal entity that meets certain net worth and income qualifications. Regulation D of the Securities Act of 1933 permits accredited investors to invest in a private equity fund without the protections of a registered public offering under the Securities Act. However, this traditional private equity fund investment model is being transformed as private equity funds seek to access the public capital markets.

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MultiCell Technologies Raises $1.7 Million in Private Placement

July 20, 2006
From Genetic Engineering News:
 The shares and warrants were issued in a private placement under Regulation D of the Securities Act of 1933, as amended. The Company has agreed to prepare and file a registration statement covering the resale of the common stock underlying the shares of convertible preferred stock purchased by the investors together with the shares underlying their warrants within 45 days of closing and will use its reasonable best efforts to obtain effectiveness no later than 135 days after the closing.

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Marshall Edwards (MSHL) Announces $14 Million Private Placement

July 10, 2006
From StreetInsider.com:
 Marshall Edwards, Inc. (Nasdaq: MSHL) entered into an with certain accredited investors for an approximately $14 million private placement consisting of 4,950,001 shares of common stock and warrants to purchase 1,732,499 shares of common stock to such accredited investors at a purchase price of $2.90 per unit.

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Protalex Raises $15.2M in a Private Placement

July 10, 2006
From BusinessWire:
 Protalex, Inc. (OTCBB: PRTX) a New Hope, PA biotechnology company, announced today that on Friday, July 7, 2006 it has raised approximately $15.2 million in gross proceeds in a private placement of 6.1 million shares of common stock with 1.5 million net exercise warrants to purchase common stock.

Griffin Securities, Inc. served as the lead placement agent. Investors participating in this transaction include LBI Group Inc. (an affiliate of Lehman Brothers), vSpring Capital, CIDC Inc., Emerging Technology Partners, and additional selected institutional and accredited private investors.

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Indocan Resources Closes Regulation D Offering

June 27, 2006
From Yahoo! Finance:
 Indocan Resources Inc (OTC: IDCN - News) announced today that it has closed its Regulation D, Rule 504 offering and is no longer selling shares of its common stock to accredited investors. A Form D has been filed with the Securities and Exchange Commission, disclosing that the company has raised $850,000 in the offering over the past two months bringing the total to just under $1 million during the past year. The limit to any such offering is $1 million in the trailing twelve months. The Company completed the offering to provide capital for investing in the drilling of oil wells in Texas and other places and to provide working capital to see us through the further funding of a non-dilutive offering of a Limited Partnership where the Company will be the General Partner.

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Private or Public? Funding Options for Growing Businesses

June 20, 2006
From American Venture Magazine:
 You’d rather deal with the devil you know than the angel you don’t, but your business needs have grown beyond what Uncle Joe can handle. Congratulations on reaching the next level of equity financing.

Depending on the size of your company, cash flow, the industry you’re in and the amount of capital you need, you may be ready for a private placement. Eventually you may even be ready to take your company public.

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$500,000 in Funding Received by SpectraScience, Inc.

June 15, 2006
From Yahoo! Finance:
 SpectraScience, Inc. (OTC Bulletin Board: SCIE - News) announced today that it has completed a private placement of $500,000 in new equity financing. The interim financing involved the sale of about 750,000 restricted common shares in compliance with Regulation D under the Securities Act of 1933. The lead investor is Perkins Capital Management of Minnesota.

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Jones Soda Co. Announces That It Has Closed a $30 Million Private Placement Financing

June 12, 2006
From dBusinessNews Seattle:
 Jones Soda Co. (the "Company" or "Jones") (NASDAQ:JSDA) (TSX VENTURE:JSD), today announced that it has closed the private placement of 3,157,895 shares of its common stock, at per share price of $9.50. Gross proceeds to the Company from the sale of the shares of common stock were approximately $30.0 million. Net proceeds will be used for working capital and general corporate purposes. Piper Jaffray & Co. acted as the sole placement agent for the private placement. ThinkEquity Partners LLC acted as the financial advisor.

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Sequenom Stockholders Approve Private Placement Financing

May 31, 2006
From Yahoo! Finance:
 Sequenom, Inc. (Nasdaq: SQNM - News) today announced that its stockholders have approved the Company's private placement financing to raise gross proceeds of $33 million through commitments from ComVest Investment Partners II LLC ("Comvest"), Pequot Private Equity Fund IV, L.P. ("Pequot"), LB I Group, Inc. (an affiliate of Lehman Brothers), and Siemens Venture Capital GmbH. The terms of the private placement have been previously announced. The financing is subject to certain closing conditions that the Company expects to satisfy by June 2, 2006. Net proceeds from the financing will be used for general working capital purposes. Upon closing, Larry E. Lenig, Jr. of ComVest and Patrick G. Enright of Pequot will join Sequenom's Board of Directors.

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Vistula Communications Services, Inc. Announces $16.5 Million Private Placement

May 25, 2006
From dBusinessNews:
 Vistula Communications Services, Inc. , a global supplier of flexible and reliable Voice over Internet Protocol ("VoIP") services to major telecommunications carriers and Internet Service Providers, today announced it has entered into definitive stock and warrant purchase agreements with a select group of accredited institutional investors intended to raise gross proceeds of $16.5 million in a private placement. The transaction is expected to close shortly.

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Imperia Entertainment Closes Regulation D Offering

May 9, 2006
From BusinessWire:
 Imperia Entertainment, Inc. (Pink Sheets:IPRE) announced today that it has closed its Regulation D, Rule 504 offering and is no longer selling shares of its common stock to accredited investors. A Form D is being filed with the Securities and Exchange Commission this week, disclosing that the company has raised $999,460 in the offering over the past twelve months. The limit to any such offering is $1 million per year. "The company had to complete the offering in order to complete its feature film, 'Say it in Russian'," said James Hergott, President. "Due to the large number of emails I have received, while I will continue to answer questions about our movie productions, I will not be able to give individual answers about the financial condition of the company. The company posts all of its financial information on www.stockinformationsystems.com, to make that information publicly available every quarter, as required by the SEC, and other company news will be posted in press releases or in letters to the shareholders, so that all of the information is available to all the shareholders," said Hergott.

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Medicure Completes US$25.6 Million Private Placement

May 9, 2006
From Market Wire:
 Medicure Inc. (TSX:MPH)(AMEX: MCU), a cardiovascular drug discovery and development company, today announced that it has closed its previously announced private placement raising total gross proceeds of US$25.6 million. Medicure will issue 16 million common shares at a price of US$1.60, together with warrants, to purchase 4 million additional common shares. The warrants have a five year term and an exercise price of US$2.10.

Proceeds of the private placement will be used to help fund the ongoing development of Medicure's lead clinical products, MC-1 and MC-4232 as well as for general corporate purposes.

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Silver State Bancorp Raised $10.7 Million in Private Placement

April 28, 2006
From BusinessWire:
 Silver State Bancorp (OTCBB: SSBX), the holding company for Silver State Bank, announced today that $10.7 million was raised in a recently completed private placement of additional equity capital.

Silver State Bancorp ("Silver State") sold 521,997 shares in the private placement Regulation D Rule 506 to accredited investors at a price of $20.50 per share. On April 3, 2006, the board of directors approved the private placement of Silver State's common stock to a limited number of accredited investors in an effort to raise equity in support of Silver State's pending acquisition of the Scottsdale, Ariz.-based Choice Bank. Silver State did not use an underwriter or placement agent.

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Raising Capital Safely With Regulation D

April 25, 2006
From American Venture Magazine:
 Hopefully, all entrepreneurs know that their efforts to raise capital through investors must be consistent with securities laws. Regulation D provides three “safe harbors” for compliance with federal securities laws.

When you sell equity in your company you must either (i) register with the Securities and Exchange Commission (“SEC”) and with each state in which investors reside, or (ii) qualify for an exemption to registration.

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Blue Dolphin Energy Announces Closing of Private Placement

March 13, 2006
From Yahoo! Finance:
 Blue Dolphin Energy Company (Nasdaq: BDCO - News) announced today that it has entered into a stock purchase agreement with certain accredited investors for the private placement of 1,171,432 shares of the company's common stock at a purchase price of $1.75 per share. The sale of the shares closed on March 8, 2006. The net proceeds from the offering after the payment of commissions and expenses will be approximately $2,025,000. The Company expects to use the proceeds for possible acquisitions and planned expansions of its facilities, as well as for working capital needs and general corporate purposes. In addition, in connection with the terms of a Placement Agency Agreement between the Company and Starlight Investments, LLC dated May 27, 2005, the Company issued warrants to purchase an aggregate of 8,572 shares of common stock. The warrants vest immediately upon issuance and the exercise price per share varies based on the following conditions: (i) until the later of the registration of the warrants or one year from the issue date, 110% of the purchase price per share in the offering, (ii) from the later of (x) the registration of the warrants and (y) one year, until two years from the issue date, 120% of the purchase price per share in the offering and (iii) after the expiration of two years from the issue date of the warrants, 130% of the purchase price per share in the offering.

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BPZ Energy Completes $5.0 Million Private Placement of Common Stock

March 13, 2006
From BusinessWire:
 BPZ Energy, Inc. (OTC:BPZI) announced today that it completed a private placement of common stock for proceeds of $5.0 million. The Company sold 1,670,000 shares to four institutional and accredited investors at a price of $3.00 per share. There were no warrants or dilutive securities issued to the investors in connection with the offering. The offering was placed directly by the Company and there were no placement fees or other direct expenses related to the offering.

The primary purpose of the offering was to advance the redevelopment of the Company's Albacora oil field in Block Z-1 located offshore Peru, although the proceeds are also available for other corporate purposes. The Albacora oil field was discovered by Tenneco in 1972 with the exploratory 8-X-2 well which tested more than 5,000 barrels per day of crude oil and condensate. The field has a drilling and production platform in place and is less than 100 miles away from the Talara refinery. A later operator of Block Z-1 drilled 3 development wells in 1977. These three oil wells produced a total of 100,000 barrels of crude oil in less than three months of production, before the field was shut-in in January 1978, during a time of low international crude oil prices. The Company believes this oil field has significant upside potential for successful redevelopment and additional exploration. The Company's independent reserve engineers are currently conducting a review of the Albacora oil field which BPZ expects to result in the certification of crude oil reserves. The Company has already initiated efforts to refurbish the drilling and production platform.

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Hedge Fund Managers Test Solicitation Limits

February 28, 2006
From Alternative Investment News:
 Managers are testing the boundaries of the Securities and Exchange Commission's prohibitions on solicitations to unscreened, non-qualified investors by inserting disclaimers saying 'this is not an offer,' reports AIN sister publication Compliance Reporter. Lawyers say this may not solve the problem and the presentations may be interpreted as violations of the SEC's Regulation D, which requires hedge fund managers to verify suitability.

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SYS Technologies Raises $6.25 Million in Private Placement

February 17, 2006
From BusinessWire:
 SYS Technologies (AMEX:SYS), a leading provider of information connectivity solutions that enable real-time, complex decision-making, announced today that the Company has completed a private placement of $6.25 million in a subscription offering of units consisting of common stock and unsecured subordinated convertible notes.

In connection with the private placement, SYS will issue 868,049 shares of common stock based on the closing price of the Company's stock on Tuesday, February 14th of $3.60 per share and will issue approximately $3.1 million in three-year unsecured subordinated convertible notes (notes) also with a conversion price of $3.60 per share. The shares of common stock and notes have not been registered under the Securities Act, or any state securities laws, and were sold in a private transaction under Regulation D. The shares of common stock, including the shares of common stock underlying the notes, may not be reoffered or resold unless the reoffer or resale is registered or unless exemptions from the registration requirements of the Securities Act and applicable state laws are available. SYS has agreed to file a registration statement with the Securities and Exchange Commission covering the resale by the investors of the privately placed common stock, including the common stock issuable upon conversion of the notes, within 90 days of the closing. The funds will be used for working capital and general corporate purposes.

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Chelsea Therapeutics Closes $21.5 Million Placement with Leading Biotech Investors

February 14, 2006
From Carolina Newswire:
 Chelsea Therapeutics International, Ltd. (OTCBB: CHTP), completed a private placement of approximately 7.2 million shares of its common stock to institutional and other accredited investors, resulting in gross proceeds of approximately $21.5 million. This reflected the maximum authorized amount, including a $6.5 million overallotment. The investors in the private placement also received 5-year warrants to purchase approximately 2.2 million additional shares at an exercise price of $4.20. Paramount BioCapital, Inc. acted as sole placement agent.

Healthcor Management, LP was the lead investor in this financing which also included significant participation from RA Capital Management, Great Point Partners, GMT Capital, Vivo Ventures, as well as a number of other well-known healthcare investors. Proceeds from the private placement will be used primarily to fund the continued clinical development of its patented CH-1504 drug, preclinical development of additional antifolates in its pipeline, licensing additional clinical drug candidates, working capital and general corporate purposes.

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Financial Architect System is Alpha, Omega of Any Firm’s Financial Strategy

February 13, 2006
From Midwest Business, Inc.:
 Commonwealth Capital Advisors has become the advocate for the entrepreneur by specializing in assisting start-up and early stage companies raise seed, development and expansion capital through the issuance of securities.

The amounts can range from $100,000 to $20,000,000. The capital raising process can be done by the entrepreneur through the use of CCA’s revolutionary patent-pending Financial Architect® System software template programs or they can hire Commonwealth Capital Advisors to complete the process. The Financial Architect® System is designed to save entrepreneurs 90% of the cost of creating a securities offering document.

The Capitalization Planner™ program module is an extremely powerful tool for determining the financial feasibility of any company in any country while determining the proper “marketable” deal structure that one should pursue.

The “Expert Suite Edition” of the Financial Architect® System enhances and expands the practices of attorneys and CPAs that serve the small business community. These revolutionary software template programs enable minority business owners to shatter the “glass piggy bank”. A CPA recently used the Financial Architect® System Regulation D templates to help his client raise $62 million for a real estate development project in West Palm Beach, FL.

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DREHER APPOINTED EXECUTIVE VICE PRESIDENT OF COMMONWEALTH CAPITAL ADVISORS, AN INVESTMENT BANKING ADVISORY FIRM

January 30, 2006
From PR Leap:
 Commonwealth Capital Advisors (CCA) is pleased to announce that Charles D. Dreher has been appointed Executive Vice President from Senior Vice President & Managing Director. Increasing his responsibilities to include National as well as International sales of the company’s Financial Architect® System, Investment Banking Advisory Services and Owners’ Exit Stratigies Services.

Commonwealth Capital Advisors has become the advocate for the entrepreneur by specializing in assisting start-up and early stage companies raise seed, development, and expansion capital through the issuance of securities. The amounts can range from $100,000 to $20,000,000. The capital raising process can be done by the entrepreneur through the use of CCA’s revolutionary patent-pending Financial Architect® System software template programs or they can hire Commonwealth Capital Advisors to complete the process. The Financial Architect® System is designed to save entrepreneurs 90% of the cost of creating a securities offering document.

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Gramercy Capital Corp. Announces Third $50 Million Placement of Trust Preferred Securities

January 30, 2006
From Business Wire:
 Gramercy Capital Corp. (NYSE:GKK) announced today that it has issued an additional $50 million of Trust Preferred Securities through its wholly-owned subsidiary, Gramercy Capital Trust III. Proceeds will be used to fund existing and future investment opportunities.

The $50 million of Trust Preferred Securities have a 30-year term ending January 2036. The securities were priced to bear interest at LIBOR plus 2.65% for the first 10 years. The Company elected to fix its interest rate through a swap agreement which will result in an effective rate of 7.43% for the first 10 years. Thereafter, the rate will float at three month LIBOR plus 2.70%. The securities can be redeemed at par beginning on or after January 30, 2011.

Bob Foley, Chief Financial Officer of Gramercy Capital Corp, stated, "We are very pleased with our third $50 million issuance of trust preferred securities, which we consider to be one of our most cost-efficient sources of long-term capital. We believe Gramercy's continued ability to issue TPS at successively tighter spreads reflects investor confidence in our business model, the strength of our diverse capital structure, and the proven ability of our direct origination teams to profitably deploy this capital. This latest raise follows a very strong fourth quarter which saw record originations of $400 million, and will fuel the continued strong growth of Gramercy's near term equity requirements."

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Hycarbex-American Energy, Inc. Releases Updated Analysis of Acid Treatment on Pakistan Well

January 18, 2006
From Business Wire:
 The American Energy Group, Ltd. (OTC.BB: AEGG) announced today that Hycarbex-American Energy, Inc. ("Hycarbex") has released updated interpretive analysis of its acidization of the Haseeb No. 1 Well drilled in the second quarter of 2005 on Hycarbex's Yasin Block (2768-7) in the Republic of Pakistan. The American Energy Group, Ltd. owns an 18% gross royalty in the well. In its October 27, 2005 news release, American Energy reported that post-treatment testing performed by Schlumberger Oilfield Services indicated an increase in the natural gas flow rate calculated at the time of the initial drill stem test from 7.3 MMcf per day to 10 MMcf per day. After further testing and analysis performed by Schlumberger for Hycarbex, Schlumberger concluded that the previous estimated flow rate of 10Mmcf per day could be potentially increased to 28MMcf per day if the existing production tubing in the well is replaced with higher diameter production tubing and if the wellhead pressure is maintained at approximately 1,000 psi.

Pierce Onthank, President and CEO of American Energy stated, "We are extremely pleased with the updated flow rate prediction for the Haseeb No. 1 well, as it supports our belief that the area holds exceptional opportunities for further exploration and development."

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Maximax International Launches as CRO

January 9, 2006
From PharmaLive:
 Maximax International, Incorporated in the State of Michigan, USA, announces the launch of its services as a global Contract Research Organization.

Maximax International was founded to support the Bio-Pharmaceutical Industry by leveraging a global presence and utilizing advanced processes to stream line the conduct of health product development in a timely, cost-effective, ethical manner.

With operations in more than 25 countries across 5 continents and strong teams to support customers, Maximax International intends to become one of the leading players in this Industry.

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Protalex Raises $5.8M in Private Placement

January 6, 2006
From Genetic Engineering News:
 Protalex, Inc. (OTCBB:PRTX), a New Hope, PA biotechnology company, announced today that it has raised approximately $5.8 million in gross proceeds before commissions of approximately $254,000 through a private placement of 2.59 million shares of common stock at $2.25 per share with five-year cashless exercise warrants exercisable at $2.99 per share to purchase approximately 649,000 additional shares, exclusive of an additional 227,074 warrants issued to the Company's Placement Agents.

Griffin Securities, Inc. served as the lead placement agent. The shares and warrants were issued in a private placement under Regulation D of the Securities Act of 1933, as amended. The Company has agreed to prepare and file a registration statement covering the resale of the common stock purchased by these investors together with the shares underlying their warrants within 30 days of closing and will use its best efforts to obtain effectiveness no later than 90 days after the Closing.

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Private Offerings & Managed Buyouts: No Prospectus Needed

January 4, 2006
From Business Wire:
 Four courts have upheld a statute governing private offerings stating that a prospectus is not required. The 2nd U.S. Circuit Court of Appeals has issued the ruling, Yung v. Lee, according to Law.com. Judges Reena Raggi, Dennis Jacobs, and Robert Sack decided the case. Raggi wrote the opinion for the panel.

The details of the case occurred over 1998 and 1999. Yung Yao, and his son Billy Yung, acquired shares in Integrated Transportation Network Group (ITNG), according to Law.com. ITNG is a wholly owned subsidiary of the Dawson Science Corporation. There were also meetings covering the potential for expansion for auto leasing and the value of taxi licenses, held by TNG, into the Chinese market. The Yungs were given a prospectus containing an audit report prepared by BDO Seidman.

The transaction began falling apart in May 1999 when the Yungs discovered previously undisclosed liabilities and false and misleading statements and omissions in the prospectus that concealed the company’s financial problems, according to Law.com. Discovery of ITNG’s “dire” financial position lead to the Yung’s securities claim based on §12(a)(2) and 15 of the Securities Act of 1933.

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MicroTRAKgps Announces over Subscription of Private Placement

January 3, 2006
From dBusinessNews:
 MicroTRAKgps, Inc. , a leading provider of Global Positioning Systems (GPS) technology and products, today announced the over-subscription of its private placement announced August 5, 2005, and subsequent closing on the full amount.

In connection therewith, the Corporation has issued 200 Units for aggregate proceeds of $1,000,000. Each Unit consists of one (1) Common Share of the Corporation and one (1) Share Purchase Warrant. Each warrant is exercisable for one (1) Common Share upon payment of $.75 and expires on December 5, 2006.

The market acceptance of the private placement demonstrates the potential for MicroTRAK in this exciting field where GPS, Internet and cellular technologies merge to meet growing consumer and business demand. The funds from the proceeds of this issuance will be used for working capital, increased product manufacturing and an accelerated marketing program rollout.

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