eDiets.com(R) Enters Into $500,000 Private Placement and Appoints Berke Bakay to Board of Directors
30 11월 2011 - 10:00PM
Marketwired
eDiets.com, Inc. (NASDAQ: DIET), a leading
provider of convenient at-home diet, fitness and healthy lifestyle
solutions, today announced that it has entered into a private
placement with BBS Capital Fund, LP and has appointed Berke Bakay
to its Board of Directors.
Under the terms of the private placement, eDiets.com will sell
1,000,000 newly issued shares of common stock at a price of $0.50
per share, for aggregate gross proceeds of $0.5 million. The
private placement is expected to close in mid-December, 2011.
The shares of common stock to be sold in the private placement
will not be registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or
sold in the United States absent registration or applicable
exemption from the registration requirements of such Act and
applicable state securities laws. However, eDiets has agreed to
register for resale the shares of common stock to be issued in the
private placement pursuant to a registration rights agreement with
BBS Capital Fund, LP.
eDiets.com is also pleased to report that Berke Bakay has joined
its Board of Directors. Mr. Bakay is the Founder, Manager,
Compliance Officer, and Director of BBS Capital Management, LP, a
Texas limited partnership that serves as the investment manager to
the BBS Capital Fund, LP. Prior to forming BBS Capital Management,
LP, he was the Co-Founder and Co-Portfolio manager of Patara
Capital Management, LP, as well as an Equity Analyst at Southwest
Securities, where he covered the specialty retail industry. Mr.
Bakay is the Executive Chairman of the Board of Directors of Lone
Oak Acquisition Corporation and he serves as a director of Kona
Grill Inc.
"We are very pleased with the support of our existing
stockholder, BBS Capital, in this private placement and welcome Mr.
Bakay to our Board of Directors," said Kevin McGrath, President and
Chief Executive Officer of eDiets.com. "In addition to the
financial gain from this transaction, we look forward to benefiting
from the financial expertise and investor perspective of Mr. Bakay.
As a significant stockholder, BBS Capital believes in our business
model and we are confident that his contributions will help further
our efforts to improve EBITDA and enhance the value of our
business."
About eDiets eDiets.com, Inc. is a leading
provider of personalized nutrition, fitness and weight-loss
programs. eDiets features its award-winning, fresh-prepared diet
meal delivery service as one of the more than 20 popular diet plans
sold directly to members on its flagship site, www.eDiets.com. The
Company also provides a broad range of customized wellness and
weight management solutions for Fortune 500 clients. eDiets.com's
unique infrastructure offers businesses, as well as individuals, an
end-to-end solution strategically tailored to meet its customers'
specific goals of achieving a healthy lifestyle. For more
information, please call 310-954-1105 or visit www.eDiets.com.
Forward-Looking Statements In accordance
with the Private Securities Litigation Reform Act of 1995, we
caution you that, whether or not expressly stated, certain
statements made in this news release that reflect management's
expectations regarding future events and economic performance are
forward-looking in nature and, accordingly, are subject to risks
and uncertainties. This news release contains forward-looking
statements about the Company including (i) expectations regarding
the contribution of Mr. Bakay as a member of the Board of
Directors; (ii) expectations regarding the Company's ability to
utilize proceeds of the private placement to improve its business;
and (iii) expectations regarding the Company's ability to implement
its business model. This information is qualified in its entirety
by cautionary statements and risk factor disclosures contained in
the Company's Securities and Exchange Commission filings, including
the Company's annual report on Form 10-K filed with the Commission
on March 31, 2011. The Company wishes to caution readers that
certain important factors may have affected and could in the future
affect the Company's actual results and could cause the Company's
actual results for subsequent periods to differ materially from
those expressed in any forward-looking statement made by or on
behalf of the Company. With respect to the Company's expectations
regarding all of these statements such risk factors include, but
are not limited to: (1) our ability to raise additional capital;
(2) our ability to maintain compliance with applicable regulatory
requirements; (3) our ability to attract and retain customers in a
profitable manner through advertising, and our ability to secure
advertising commitments; (4) our ability to accurately assess
market demand for our products; (5) our ability to improve our meal
delivery margin and its effect on total gross margins; (6) our
ability to sufficiently increase our revenues and maintain expenses
and cash capital expenditures at appropriate levels; and (7) the
state of the credit markets and capital markets, including the
level of volatility, illiquidity and interest rates.
Investor Relations Contact: John Mills ICR, Inc. 310-954-1105
John.Mills@icrinc.com
Ediets.Com, Inc. (MM) (NASDAQ:DIET)
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