AXM Pharma Enters Into Agreement with Holders of Convertible Debentures; Transaction Expected to Facilitate Additional Financin
22 4월 2006 - 5:30AM
Business Wire
AXM Pharma, Inc. (AMEX: AXJ), a manufacturer of proprietary and
generic pharmaceutical and nutraceutical products for the Chinese
and other Asian markets, announced today that it has entered into
an agreement with the holders of its secured convertible promissory
notes (the "Holders"), issued by the Company in April, 2005, with
an aggregate principal amount of $3.4 million (the "2005 Notes") to
modify the terms, extending the repayment of the principal due
under the notes. AXM had been unable to make scheduled payments of
principal and interest since September, 2005. The transaction is
expected to close on April 28, 2006. "We appreciate the willingness
of our existing Holders to work with us in restructuring the
agreement," said Wang Weishi, CEO of the Company. "The amendment
and modification to the 2005 Notes should enhance AXM's ability to
raise additional capital to support the Company's operations." The
2005 Notes will be restated and amended as new notes whose
principal amount will not exceed $3.8 million, which includes
accrued interest and certain amounts due the Holders, under their
April, 2005 registration rights agreement. The Amended Notes will
bear interest at an annual rate of 9%. No principal payments will
be due on the Amended Notes until March 1, 2009. The first interest
payment will become due on the earlier of November 1, 2006 or 10
days after the effectiveness date of a registration statement on
Form SB-2 with respect to the Common Stock underlying the Amended
Notes. Each interest payment may, at the Company's option, be
payable in shares of its common stock, if such shares have been
registered by the respective interest payment date, with such
interest payment to be calculated at the applicable conversion
price, which will be equal to the lesser of $2.10 or 82.5% of the
volume weighted average price for the Company's shares over the
twenty trading days preceding the Conversion Date. The Conversion
Price for the 2005 Notes was originally set at $2.10. The Holders
have agreed to subordinate their security interest in the factory
held by the Company's subsidiary, AXM Shenyang, Inc, as well as
their security interest in the underlying land and related assets,
in order to permit the Company and its subsidiary to obtain
additional bank financing of a minimum of $3 million and a maximum
of $8.5 million. The Company has also agreed to modify the terms of
approximately 2.5 million warrants issued to the Holders in April
2005, so that the Amended and Restated Warrants will have an
exercise price of $0.50 per warrant. The original exercise price of
2,055,000 of the warrants being restated was $1.80, with 455,000 of
the warrants being restated having an original exercise price of
$2.41. A failure by the Company to obtain any shareholder approval
required under AMEX rules by September 1, 2006 or a failure to have
a Registration Statement on Form SB-2 declared effective by
November 1, 2006 would be an Event of Default under the terms of
the Amended Notes, entitling the Holders to pursue remedies. About
AXM Pharma, Inc. AXM Pharma, Inc., through its wholly owned
subsidiary, AXM Pharma Shenyang, Inc. ("AXM Shenyang"), is a
manufacturer of proprietary and generic pharmaceutical products,
which include injectables, capsules, tablets, liquids and medicated
skin products for export and domestic Chinese sales. AXM Shenyang
is located in the City of Shenyang, in the Province of Liaoning,
China. AXM Shenyang has an operating history of approximately 10
years. For additional information on AXM Pharma Inc., please visit
http://www.axmpharma.com Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: The statements contained
in this news release include certain predictions and projections
that may be considered forward-looking statements under securities
law, including the statements regarding the Company's opportunities
for future growth. These statements involve a number of important
risks and uncertainties that could cause actual results to differ
materially including, but not limited to, the performance of joint
venture partners, obtaining regulatory approvals to market the
Company's products, the uncertainties associated with distributing
products in a developing country such as China, the availability of
cash to meet near term requirements as well as other economic,
competitive and technological factors involving the Company's
operations, markets, services, products and prices. With respect to
AXM, except for the historical information contained herein, the
matters discussed in this news release are forward-looking
statements involving risks and uncertainties that could cause
actual results to differ materially from those in such
forward-looking statements. Potential risks and uncertainties
include, but are not limited to, AXM's extremely limited operating
history, uncertainties related to the Company's access to
additional capital, competition and dependence on key management.
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