PlacementTracker is part of the Business Intelligence Division of Informa PLC

This site is operated by a business or businesses owned by Informa PLC and all copyright resides with them. Informa PLC's registered office is 5 Howick Place, London SW1P 1WG. Registered in England and Wales. Number 8860726.

Informa

PlacementTracker Glossary

Amount of Warrants:
The number of shares of the Company's Common Stock issued as a Warrant.

Announcement Date
The Announcement Date displayed reflects the date that the transaction was first announced to the public. This is usually taken from the initial press release but can be taken from SEC filings as well.

Announcement Market Price
The Announcement Market Price equals the Closing Price of the Common Stock of the Company on the trading day immediately prior to the Announcement Date of the transaction. If this is not the case, the Notes section will provide additional information on the Announcement Market Price. For deals starting in 2008, the announcement market price is 1) the closing market price on the trading day immediately prior to the Announcement Date, if the announcement time is before market close (before 4pm eastern); or 2) the closing market price on the Announcement Date if the announcement time is after market hours (after 4pm eastern).

Anti-Dilution Protection/MFN (Free Additional Shares):
This clause provides the Investor with additional shares if a specified dilutive event occurs in the future.

Anti-Dilution Protection/MFN (Purchase Price Adjustment)/(Full Ratchet or Dilution Adjustment):
This clause provides the Investor with a reduction in the conversion price or purchase price of its shares if a specified dilutive event occurs in the future.

Anti-Dilution Protection/MFN (Required Prior Consent):
The Company is prohibited from issuing stock in a specified manner or during a specified period of time subsequent to the initial placement without prior written consent of the Investors.

Anti-Dilution Protection/MFN (Standard):
This clause protects Investors' share received in the private placement by providing additional shares in the event that more shares or warrants are issued by the Company. Standard Anti-Dilution gives the Investor additional warrants or an amended warrant exercise price if a future event changes the nature of the shares outstanding. This could result from a stock split, dividend paid, merger, etc.

Anti-Dilution Protection/MFN (Restriction on Future Issuances):
The Company is prohibited from issuing stock in a specified manner or during a specified period of time subsequent to the initial placement.

Board Representation:
Upon the close of the placement, the Investors are granted the option to nominate/designate members to the Companys board of directors.

Cancelled:
Private placement transactions that are terminated prior to actual consummation of the offering.

Cash Fees:
Please see Placement Agent – Cash Fees.

Closing Date:
The Closing Date displayed will either be: i) the date when the Purchase Agreement/Subscription Agreement for the private placement transaction was signed by both parties and/or ii) the date that the actual funding of the private placement took place, depending on what information was provided by the Company in its public filings. The Closing Date for 144-As is the date of the Indenture. Prior to the release of a Purchase Agreement/Subscription Agreement or Indenture, the Closing Date shall be the date of the press release or SEC filing most accurately describing the closing of the private placement transaction.

Closing Market Cap:
The Closing Market Capitalization is calculated by PlacementTracker. It is determined by multiplying the Closing Market Price by the Closing Shares Outstanding. The number of shares outstanding may have fluctuated between the date the number of shares outstanding was reported and the actual Closing Date of the financing.

Closing Market Price:
The Closing Market Price equals the Closing Price of the Common Stock of the Company on the trading day immediately prior to the Closing Date of the transaction. If this is not the case, the Notes section will provide additional information on the Closing Market Price.

Closing Shares Outstanding:
To find the shares outstanding on the Closing Date, PlacementTracker uses the number of shares outstanding that is reported by the Company in the 10-K or 10-Q most recently filed prior to the Closing Date. The number of shares outstanding may have fluctuated between the date the number of shares outstanding was reported and the actual Closing Date of the financing.

CMPO/Overnight Offering:
A confidentially marketed public offering (“CMPO”) is a hybrid structure between a Registered Direct and a traditional public follow-on. After registering shares on an S-3 shelf registration, transactions are typically marketed confidentially to institutional investors, then announced publicly and “flipped” to a public offering. Deals are announced after the close of US market trading, and the public selling process concludes prior to the market opening the following morning.

Common Stock Reset:
Common Stock Reset (CSR) is common stock deal with Repricing Rights. The Repricing Rights allow the Investor to receive additional shares of Common Stock if the market price decreases after the Closing Date. The Repricing Rights clause functions very similarly to a Floating Convertible in that the number of shares issuable pursuant to the Repricing Rights clause can, and usually does, change every day. Additionally, there may or may not be a Limit (i.e., Floor Price) on the number of shares which may be issued pursuant to the Repricing Rights.

Common Stock - Shelf Sale:
A sale of the Companys pre-registered common stock from an existing shelf registration statement (a.k.a. Registered Direct). The Registration allows the Company to sell the securities over a period of time. At PlacementTracker, a Common Stock - Shelf Sale is tracked when the registered Common Stock is sold in a private transaction to accredited investors.

Common Stock Transaction:
Common Stock transaction may or may not include purchase Warrants. Sometimes Common Stock with Purchase Warrants are sold together as a security called a "Unit".

Company Installment:
Please see Convertible Feature.

Company Optional Redemption:
In some transactions, the Company retains the right to redeem (buy back for cash) the security under certain circumstances. The Redemption section includes the time at which Redemption can occur, the price at which the Company can redeem the securities and any other qualifications for Redemption (which may require the stock to be priced at certain levels.)

Company Put Option:
The Company has the option to require the Investors to invest additional money into the Company. Typically this option expires within a specific period after the Closing.

Conversion Description:
This section describes the basic terms of the conversion. For example, for a Floating Convertible placement, it may say that the Preferred Stock is "Convertible at the lesser of the Fixed Conversion Price and the Variable Conversion Price."

Conversion Feature:
A Convertible Note, Convertible Debenture or Convertible Preferred Stock can have one of four Conversion Features: 1) Fixed, 2) Floating, 3) Reset, or 4) Company Installment.

1. Fixed Convertibles--have a single Conversion Price and are only convertible at that price during the Term of the security. Typically, the Fixed Conversion Price is at a premium to the current market price of the common stock. A higher premium indicates that the Investor foresees a larger inherent value to the common stock price of the company.
2. Floating Convertibles--have an ever-changing Conversion Price that is based on the future market price of the common stock at the time of conversion. This essentially allows the Investor to convert his security into common stock no matter how high or how low the stock trades in the future. Floating Convertibles often contain Floor and Ceiling provisions so that the Investor cannot convert when the stock price is too low or too high. Floating Convertibles are generally viewed as less favorable than Fixed Convertibles because the Investor can convert his holdings and make a profit whether the stock price increases or decreases after the Closing Date.
3. Reset Convertibles--are a hybrid between a Fixed Convertible and a Floating Convertible. They have a single Fixed Conversion Price that is subject to a specific number of resets at specific times after the Closing Date (usually 1-3 specific resets). At the time of the resets, the Fixed Conversion Price is generally lowered to some percentage of the market price at the time of the reset and then remains fixed at that new price until the next Reset Date.
4. Company Installment--has a single Conversion Price when converted by the Investor. The difference between this type of Convertible and a Fixed Convertible is that the Company must pay back the security to the Investor in periodic installments. The Company has the option to pay the installments in either cash or common stock. If the Company chooses to repay in common stock it is at a discount to the market price, which is described in the Variable Conversion Price section.

Conversion Premium/Discount:
For calculation, please see Appendix.

Convertible Securities:
There are of two main types: Convertible Debt (such as Debentures or Notes) and Convertible Equity (Preferred Stock). Convertible Debt is a loan obligation of the Company that ranks higher than any equity securities. If the Company goes into liquidation or bankruptcy, the Convertible Debt holder would be paid in whole before the preferred or common stockholders of the Company. Convertible Preferred Stock represents equity ownership that is ranked higher (or is "Preferred") to the common stock that trades in the public marketplace. The word Convertible means that the security may be converted into common stock. Pay careful attention to the conversion features of any convertible security because they describe when and how much common stock can be issued and sold upon conversion. This information tells you exactly how many shares can be sold on the market, what price they will be sold at, and when those sales will take place. This is all key information in determining short and long-term effects of the Convertible Security on the price of the common stock.

Currency Abbreviations:
AUD: Australian Dollar
CAD: Canadian Dollar
CNY: Chinese Yuan
EUR: Euro
GBP: British Pound
HKD: Hong Kong Dollar
INR: Indian Rupees
MYR: Malaysian Ringgits
USD: US Dollar
SGD: Singapore Dollar
ZAR: South African Rand

Current Company Name/Company Name at Closing:
Public companies change their name for any number of reasons. Typically, they change their name after they have merged with another company or because they want to reflect a new direction for their business. If there is a Current Name listed on your Transaction Report, it means that this Company has changed its name since the private placement Closing Date. Please review the Notes section at the bottom of the report to see why the Company has changed its name.

Dilution:
A decrease in the value of securities as the result of the issuing, or potential issuing, of additional securities. For calculation please see Appendix.

Draw Down:
This term is commonly used in a Structured Equity Line and refers to the selling of shares to the Purchaser (a.k.a. a Put). A Draw Down usually consists of a Draw Down period (usually between 10 to 22 days) and a threshold price (Floor Price) if applicable. Also referred to as “Put Notice.”

Effective Discount – Structured Equity Line:
The Effective Discount is the discount of the Purchase Price feature as measured against the average closing bid price of the common stock during a certain number of trading days preceding the date of the Draw Down Notice. This number takes into effect the numeric discount and volatility discount of the Purchase Price. For example, if the Effective Discount equals 80%, this means that the Investor will receive shares from the Company at a 20% discount to the average market price at the time of the Draw Down Notice. The lower the Effective Discount, the greater the dilutive effect on the security.

Effective Discount – Variable Conversion Price:
The Effective Discount is the discount of the variable conversion feature as measured against the average closing bid price of the common stock during a certain number of trading days preceding the conversion. This number takes into effect the numeric discount and volatility discount of the Variable Conversion Price. For example, if the Effective Discount equals 80%, this means that the Investor can convert into common stock at a 20% discount to the average market price at the time of conversion. The lower the Effective Discount, the greater the dilutive effect on the security. See also Variable Conversion Price - Effective Discount.

Effective Premium – Fixed Conversion Price:
The Effective Premium is the premium of the fixed conversion feature as measured against the Market Price of the Common Stock at Closing. For example, if the Effective Premium equals 130%, this means that the Investor can convert the security into at a 30% premium to the Closing Price of the stock on the trading day immediately prior to the Closing Date.

Estimate Gross Proceeds:
For calculation, please see Appendix.

Existing Shares Sold:
At times existing shareholders sell a portion or all of their shares concurrent with the Placement. The details of this transaction will be described in this section.

Face Value Per Share:
Face Value is a term used with Convertible Preferred Stock and Convertible Debt only. It is often referred to as the Stated Value, Par Value or Liquidation Preference. The Face Value Per Share is the actual dollar amount that each security is worth. This is typically found in the Certificate of Designation. Any redemption, conversion or liquidation of the security is therefore based on this Face Value. For Debentures, Notes, or Bonds, the Face Value per Share is typically $1,000. For Preferred Stock, the Face Value can be almost any amount.

Fees and Expenses:
This is the total amount of the cash fees paid to the Placement Agent plus any amount paid by the Company to the Investor or the Investor's counsel for due diligence and legal fees.

Financial Advisor: Please see Placement Agent/Financial Advisor.

Fixed Conversion Price – Definition:
For a Fixed Convertible security, the Fixed Conversion Price is the only price at which the security is convertible into the Company's common stock during the term of the security.

For a Floating Convertible security, the Fixed Conversion Price is the maximum price (or "ceiling") at which the security is convertible into the Company's common stock.

For a Reset Convertible, the Fixed Conversion Price is the only conversion price in effect until the time of the next Reset Date.

Fixed Convertibles:
Please see Convertible Feature.

Floating Convertibles:
Please see Convertible Feature.

Floor Price:
The Floor Price is the minimum price at which the security can convert into the Company's common stock. This is a term that applies only to Floating Convertibles and is the minimum price at which the Investors can convert using the Variable Conversion Price. There are three types of Floors: Hard Floor, Soft Floor, and Green Floor. A Hard Floor prohibits any conversions from occurring at a price less than the Hard Floor Price at any time. A Soft Floor is exactly like a Hard Floor, except that the Soft Floor disappears after some period of time (typically ranging from 3 months to 1 year). After such time, the Investor is able to convert at any price, even below the Floor Price. A Green Floor enables the Company to redeem any portion of the security submitted for conversion when the Variable Conversion Price is less than the Green Floor Price. Should the Company elect not to redeem, the Investor is entitled to convert at the price below the Green Floor Price. For a Fixed Convertible, which converts only at one price, the Floor Price is the same as the Fixed Conversion Price.

Floor Premium/Discount:
For calculation please see Appendix.

Forced Conversion:
In some transactions, the Company retains the right to force the Investor to convert its securities into common stock. In other circumstances, the convertible security may automatically convert at the time of maturity or some other predetermined event. The Forced Conversion section includes the time at which a forced conversion or automatic conversion may occur, the market price that the common stock must be at for the forced conversion to take place and any other qualifications for forced conversion (which may include the trading volume of the common stock being at certain levels). When the field displays "Automatic conversion at maturity," look at the Term of the security to determine when the automatic conversion will take place.

Frequency of Draw Downs:
Frequency in which Investor has the option to purchase securities from the Company in periodic Draw Downs.

Green Floor:
Please see Floor Price.

Gross Proceeds:
This is the total amount funded by the Investor. The Gross Proceeds amount does not take into account any costs associated with the financing such as Placement Agent fees, legal fees, due diligence fees, or registration fees.

Hard Floor:
Please see Floor Price.

Industry:
Companies are assigned an industry description according to their profile. At PlacementTracker, each company is categorized by Industry using www.bloomberg.com.

Initial Investment Amount:
The amount made by an Investor in a Structured Equity Line prior to or on the Closing Date.

Initial Purchasers:
Please see Placement Agent.

Interest / Dividend / Accretion:
In a transaction involving a Convertible security (whether Preferred Stock or Debenture), the Investor is usually entitled to an income stream on its security via an Interest or Dividend payment. The Interest Rate is the annual rate in which the Investor receives this income stream. The dividend or interest may be payable in cash or common stock on a quarterly or other periodic basis. In some cases, the rate is structured as an accretion, in which case the security accrues a certain percentage each year and that amount is then added to the Face Value of the Security at the time of conversion or at the end of the Security's Term.

Investor Call Option:
The Investor has the Option to make an additional investment in the Company. Typically the Investor has a specific time period to exercise this Option after the Closing.

Investors Included Officers/Directors:
Noted if the Investors of the Placement are officers or members of the Companys board of directors.

Investors

Investors are the entities – individuals, institutions, corporations, partnerships, or other entities – that purchase the securities from the issuers in exchange for cash.  With the Investors, PlacementTracker reports and tracks the activity of the Investment Advisors and the Investment Funds

Investment Advisor:  The Investment Advisor is the management company that manages and oversees the investment decisions for the Investment Funds.  In the Investment Advisor reports, PlacementTracker aggregates the investment activity of all Investment Funds managed by the Investment Advisor in order to provide an overview of the Investment Advisors investment activity.

Investment Fund: The Investment Fund is the actual legal entity purchasing the securities from the issuer.  Investment Funds are managed by the Investment Advisor.  In the Investment Fund reports, PlacementTracker shows the investment activity for that single Investment Fund only, without regard to investment activity by other Investment Funds managed by the same Investment Advisor.

Unnamed InstitutionalInvestors

When the Investors who have purchased securities in a transaction have not yet been identified, we will list Unnamed Institutional Investors as the Investor for the transaction.  As the actual Investors are disclosed in SEC documents, we will add those Investors to the transaction report and remove the Unnamed Institutional Investors from the transaction report.

Various IndividualInvestors

As a policy, PlacementTracker does not report on the investment activity of individual persons.  If individuals participate in a transaction that we record in the database, we will aggregate their total investment amount and list it under a single Investor called Various Individual Investors.

Issuer Country of Operations:
Country where the Issuer is headquartered.

Issuer Country of Incorporation:
Country where the Company is incorporated.

Market Cap at Closing:
For calculation, please see Appendix

Maximum Draw Down:
Maximum amount of stock that can be drawn down by an Investor in a periodic Draw Down of a Structured Equity Line offering.

Minimum Draw Down:
Minimum amount of stock that can be drawn down by an Investor in a periodic Draw Down of a Structured Equity Line offering.

Monthly Conversion Limitations:
In some Floating Convertible transactions, the Investor agrees to limit the amount of the security it can convert into common stock every month. Such limits are usually for 25% to 33% of Gross Proceeds per month. For example, if an Investor purchases a $3,000,000 debenture and is subject to a 33% Conversion Limitation, he can convert no more than $1,000,000 of his debenture in any one 30-day period. In cases where the Investor has agreed to be limited to a certain amount per quarter, PlacementTracker reports that as a monthly limit (i.e., if the Investor has agreed to convert no more than 30% per quarter, PlacementTracker has taken the average restriction over that period and reports it as 10% per month). These limitations are typically beneficial in that they reduce the likelihood of the Investor converting and selling too much stock at any one time.

Net Proceeds:
Net Proceeds is the actual cash amount received by the Company after deducting the amounts paid in the Cash Fees and legal & diligence fees.

Non-Convertible Securities:
There are of two main types: Non-Convertible Debt (such as Debentures or Notes) and Non-Convertible Equity (Preferred Stock). Non-Convertible Debt is a loan obligation of the Company that ranks higher than any equity securities. If the Company goes into liquidation or bankruptcy, the Non-Convertible Debt holder would be paid in whole before the preferred or common stockholders of the Company. Non-Convertible Preferred Stock represents equity ownership that is ranked higher (or is "Preferred") to the common stock that trades in the public marketplace. Non-Convertibles may not be converted or exchanged into the Companys common stock. Non-Convertible securities are only reported on in PlacementTracker if there is an attached equity component, usually warrants exercisable into the Companys common stock.

Not Available:
PlacementTracker tracks all filings of a Company for up to six months past the Closing Date. If at the end of this period, terms have not been disclosed by the Company, the term will be labeled “Not Available.”

Notes Section:
PlacementTracker uses the Notes section to display stock splits, name and symbol changes, and other pertinent miscellaneous information about the transaction.

Number of Securities Sold:
This is the actual number of Shares, Notes, or Debentures sold. The Number of Securities Sold multiplied by the Purchase Price Per Share (defined below) should always equal the Gross Proceeds. For common stock transactions, this is the actual number of shares of Common Stock sold. In the event of a Unit transaction, this field will only display the actual number of shares of Common Stock sold. For example, if the Company sells 500 Units for $1,000.00 per Unit and each Unit consists of 100 shares of Common Stock and 100 Warrants, the Number of Securities Sold will report that 50,000 shares of Common Stock were sold.

Over-Allotment Option:
Convertible 144-A deals usually have an over-allotment option. This option gives the Placement Agents (referred to as the Initial Purchasers) the right, but not the obligation, to purchase an additional amount in the current private placement.

Placement Agent/Financial Advisor:
Any organization that is credited by the Company for acting as a Placement Agent, Investment Banker, Financial Advisor, or Finder for the private placement and is paid a fee is included in this category.  A Placement Agent is usually compensated through a cash payment and in some instances a Warrant payment (usually on similar terms to those granted to the Investor). If the Company completes the private placement without the use of a Placement Agent or Financial Advisor, the Transaction Report will display "None" for this category.  If the use of an Agent or Advisor could not be firmly determined, the Transaction Report will display "Not Disclosed" or “Not Yet Disclosed”. Note: In 144-A Convertible deals, the Initial Purchasers are classified as the Placement Agents since they will ultimately resale the securities to the final Purchasers.  The following are placement agent/financial advisor types tracked by PlacementTracker:

Exclusive Agent:  This is the only agent involved in placing the issuers securities.

Lead Agent:  For transactions with multiple agents, this is the agent who performed the majority of placement agent duties in the transaction and/or was paid the largest portion of the placement agent fee.

Co-Lead Agent:  For transactions with multiple agents, this is an agent who along with one or more other agent, performed the majority of placement agent duties in the transaction and/or was paid the largest portion of the placement agent fee.

Co-Agent:  For transactions with multiple agents, this is an agent who did not perform the majority of placement agent duties in the transaction.  This may also include firms who are listed as finders in deal documentation.

Financial Advisor:  These are firms who provided the Issuer with advice relating to the placement but typically did not actually sell or place securities to Institutional Investors on the Issuers behalf.  In most cases, these firms are specifically listed in the deal documentation as Financial Advisors.  Financial Advisors are not included in PlacementTrackers Placement Agent league tables.

Placement Agent – Cash Fees:
This is the cash portion of the Placement Agent's Fee. It is usually a percentage of the Gross Proceeds (4%-10%), but is not often publicly disclosed. If the cash component of the Placement Agent's Fee is not disclosed, the Transaction Report will either say "Not Determinable" or will simply not show anything for the Cash Fee. For calculation, please see Appendix.

Placement Agent – Common Stock Fee:
The Company will sometimes issue Common Stock as compensation for services rendered. This information is mentioned in the Placement Agent Warrant section.

Placement Agent – Warrant Fee:
This is the Warrant portion of the Placement Agent's fee. The Warrants that are issued, if any, are usually issued on similar terms to the Warrants issued to the Investor.

Post Deal Stock Performance:
PlacementTracker tracks the Company's common stock performance at the end of the one, three, six, and twelve-month periods following the Closing Date of the transaction. When a company we track has been acquired by or merged with another company, the Post Deal Stock Performance information will no longer be available after the acquired date.

Primary/Secondary Exchange at Closing/Current Exchange:
Public companies have increasingly listed their stock on two more exchanges. As a result, our transaction reports list a Primary and Secondary Exchange. For all companies with a listing on a main US exchange (NYSE, NASDAQ, AMEX, OTC-BB), the Primary Exchange will list as such with the Secondary Exchange listed as their international exchange (For example, ChemGenex (CXSP) is listed as Nasdaq for its Primary Exchange and ASX for its Secondary Exchange). For international companies without a listing on a US exchange or the US listing is on the OTC-Pink sheets, the Primary Exchange will be its international exchange (For example, Continent Resources, Inc. is only listed on the CNQ and therefore does not have a Secondary Exchange listed).

Small and mid-size public companies often change the market that their common stock is traded on. This is usually due to a change in the business of the Company. If there is a Current Exchange listed on your Transaction Report, it means that the Company's stock trades on a different exchange than it did when the private placement closed. A change of listing can be indicative of a company's financial situation and/or prospects for future growth. For example, a company can be delisted from the NASDAQ due to a failure to meet the minimum $1 trading price requirement or the net tangible asset requirement. This is often a negative development because the stock must then trade on the less followed OTC Bulletin Board market. The generally accepted "ranking" of exchanges/markets are:



NYSE / NASDAQ-GM / NASDAQ-GS
AMEX
NASDAQ-CM
OTC-BB
OTC
Pink Sheets

Private Placement:
Private Placement refers to transactions exempted from the securities registration requirements of the 1933 Act under Section 4(2) that exempts transactions not involving a "public offering" of securities. The term also refers to transactions under Regulation D, 144A, and Regulation S--a series of rules recently promulgated by the SEC. In addition, reference to private placements may also extend to the isolated sale or private transaction exemptions provided for in various state securities laws.

Purchase Price Per Share:
Convertible Securities - The Purchase Price Per Share is the amount of money the Investor pays for each Share (or Debt Security). In most cases, the Purchase Price Per Share will equal the Face Value Per Share. However, there are certain transactions where the Purchase Price Per Share will be less than the Face Value Per Share (Zero Coupon Debentures, for example). If the Purchase Price Per Share is less than the Face Value Per Share, the Investor has purchased the security at a discount.

Common Stock Transactions--The Purchase Price Per Share for common stock transactions is the amount of money the Investor pays for each share of Common Stock. In the event of a Unit transaction, this field will still display the actual price per share paid for each share of Common Stock. For example, if the Company sells 500 Units for $1000.00 per Unit and each Unit consists of 100 shares of Common Stock and 100 Warrants, the Purchase Price Per Share will be reported as $10.00 per share.

Purchase Price Premium/Discount:
For calculation, please see Appendix.

Put Notice:
This term is commonly used in a Structured Equity Line referring to the selling of shares to the Purchaser (a.k.a. a Put). A Put Notice usually consists of a Draw Down period (usually between 10 to 22 days) and a threshold price if applicable. Also referred to as “Draw Down notice.”

Registered Direct:
Please see Common Stock-Shelf Sale.

Registration Effective Date:
The date on which a registration of a new security filed with the Securities and Exchange Commission ("SEC") becomes effective.  If there are no material problems with the registration statement, it can be declared effective within 20 days.  If the SEC requires additional information, the Company must provide such information before the Registration Statement is declared effective. Once the registration statement is declared effective by the SEC, the Investors can re-sell the common stock (or can convert the convertible securities into common stock and sell that common stock) on the open market. 

Registration Filing Date:
This is the date that the Company filed the registration statement with the Securities and Exchange Commission covering the resale of the common stock sold or any common stock underlying the securities sold in the private placement transaction.  If there are no material problems with the registration statement, it can be declared effective within 20 days.

Reset Convertibles:
Please see Convertible Feature.

Right of First Refusal:
The Right of First Refusal is a right granted to an Investor, which enables it to match or beat any financing offer, that the Company receives from other investment groups for a specified period of time after the initial funding. Normally the Right of First Refusal clause of the Purchase Agreement contains exceptions for strategic alliances, stock options, firmly underwritten public offerings, and other private placements not issued at a discount to the then current market price. The Right of First Refusal clause ensures that an Investor has the right to be the Company's investment partner during a specific period.

 

Security Sold:

The Security Sold field will list the name of the security being issued by the issuer.  This is a non-analytical field and PlacementTracker will use the security designation publicly provided by the issuer.  For convertible securities, the Security Sold field will differentiate between convertible debt and convertible equity.  Examples of Security Sold would include:  Series A Convertible Preferred Stock, Units (Common Stock + Warrants), and Convertible Secured Debentures.  There is no limit on the number or type of designations that may be included in the Security Sold field.

Secondary (Placement):
Transactions where previously issued shares are resold by the shareholder. This frequently occurs when a companys management team resells shares in a private placement. PlacementTracker started tracking these deals in 2008 while secondaries that closed concurrent with a PIPE are tracked dating back to 2002.

Series of Security:
Different issues of Preferred Stock and Debentures are delineated by Class and Series. For example, the first series of Preferred Stock a company issues can be called Series A, the second series can be called Series B and so on.

Shareholder Approval:
From time to time the Placement requires some form of Shareholder Approval. This can range from approving the Placement terms to increasing the number of authorized shares of the Company.

Shelf Sale:
Please see Common Stock-Shelf Sale.

Soft Floor:
Please see Floor Price.

Source:
PlacementTracker will cite the sources used in developing the Transaction Report. The sources range from Press Releases to Direct Contact. The main sources are the Company filings which are found at www.sec.gov.

Stock Split:
Stock split information is mentioned in the Notes section of our report. All prices in the report reflect the actual pricing at the time of Closing (not split-adjusted.)

Stock Price Change Since Closing:
For calculation, please see Appendix.

Strategic Investors:
A Placement which includes a strategic business initiative between the Investor(s) and Company beyond the actual private placement (also known as a Strategic Alliance.)

Structured Equity Line:
This is an agreement that requires the Investor to purchase a predetermined amount of the Company's common stock over a certain period of time via a Draw Down notice or a Put notice. These transactions usually provide the Investor with a discount to market price at the time of purchase to provide the Investor an incentive for a long-term commitment.

Structured Equity Line – Floor Price:
This term is commonly associated with a Structured Equity Line. For some Structured Equity Line deals, the Company may set a Threshold Price below which it will not sell any shares. In some cases, the Threshold Price may not be set below a certain price.

 

Structure Type
PlacementTracker assigns a Structure Type to all transactions.The Structure Type is a way to categorize how the offering was conducted and how it will function.

We utilize the following Structure Types:

Common Stock

Common Stock - Shelf Sale

Common Stock - CMPO/URD/Overnight Offering

Common Stock - Bought Deal

Common Stock - Rights Offering

Convertible - Fixed

Non-Convertible Debt/Preferred Stock


Common Stock - Reset

Convertible - Floating

Convertible - Reset

Convertible - Company Installment

Structured Equity Line

The first seven Structure Types (Common Stock, Common Stock - Shelf Sales, Common Stock - CMPO/URD/Overnight Offering, Common Stock - Bought Deal, Common Stock - Rights Offering, Convertible - Fixed and Non-Convertible Debt/Preferred Stock) are considered Traditional offerings. Traditional offerings have a fixed conversion or purchase price that cannot be changed based on future stock price movement.

The other five Structure Types (Convertible - Floating, Convertible - Reset, Convertible - Company Installment, Structured Equity Line, Common Stock - Reset and ATM (At The Market) Offerings) are considered Structured transactions. Structured transactions, through a number of price protection mechanisms, provide for the possibility that the conversion price or purchase price of the security will change based on future stock price movement.

Symbols: Primary/Secondary/Current:
The Primary Symbol at Closing signifies the ticker that the Company uses on its Primary Exchange. The Secondary Symbol at Closing signifies the ticker that the Company uses on its Secondary Exchange. Public companies change their symbols either to reflect a new name or because of certain listing requirements. For example a company is required to have a "Q" at the end of its symbol if it has declared bankruptcy, a "D" at the end of its symbol if it is in the midst of a dividend payment or stock split, and an "E" at the end of its symbol if it is delinquent in its filing requirements. If there is a Current Symbol listed on your Transaction Report, it means that this Company has changed its stock symbol since the private placement Closing Date. Review the Notes section at the bottom of the report to see why the Company has changed its symbol.

Term:
The Term is the life of the Security from the date of issuance until the date of maturity. At the end of the Term, the security may be redeemed (repaid) by the Company (in the case of Debentures) or may be subject to automatic conversion at the then current Conversion Price (in the case of Preferred Stock.)

Term (for Structured Equity Lines):
The period in which the Company has the option to issue the Investor a Draw Down or Put Notice, usually ranging between 12 to 36 months.

Time to First Conversion:
In some transactions, the Investor agrees to refrain from converting into common stock for a certain amount of time. Such restrictions typically range from 90 to 360 days following the Closing Date. This gives the Company a chance to use the money from the transaction to improve its business and have such improvements be reflected in the stock price before any stock is sold into the market. Typically, in a Floating Convertible transaction, the longer the time to first conversion, the better the transaction is for the Company.

Todays Price:
Todays Price is listed under a 20-minute delay and is updated every hour.

Total Commitment Amount:
The total dollar amount committed (excluding Initial Investment Amount) by the Investor to the Company during the Term of a Structured Equity Line.

Trading Restrictions:
The Trading Restrictions field reports any short selling/hedging restriction or lock-up restriction that was part of the transaction. A short selling restriction is a contractual clause in the Purchase Agreement in which the Investor agrees not to sell the Company's stock short or to conduct hedging transactions. Often times the Investor will agree to only conduct short sales or hedging transactions during specified times.

Trading Restrictions – Lock-Up:
A period of time immediately after the Closing during which restricted stock shareholders are contractually prohibited from selling their shares, even if they have met the SEC-imposed requirements. A lock-up is usually imposed to guard against downward pressure on the stock price. Lock-up agreements are also common in situations where owners of an acquired private company receive shares of a public company acquirer. In such cases, the former private company owners may agree not to sell those shares for a certain period of time following the acquisition.

Trading Restrictions – No Shorting/Hedging:
The Company prohibits the Investor from shorting the stock of the Company or otherwise hedging its investment in the Company by the use of put options or other derivatives subsequent to the placement.

Trading Restrictions – Offsetting Long Position:
The Company prohibits the Investor from shorting the stock of the Company beyond its actual long position in the Company or its long position resulting from a specific conversion of the security purchased in the private placement.

Trading Restrictions – Public Offering:
The Investor is prohibited from selling or offering any stock of the Company at the request of the underwriter of a public offering or the Company of a certain amount.

Unnamed Institutional Investors

When the Investors who have purchased securities in a transaction have not yet been identified, we will list Unnamed Institutional Investors as the Investor for the transaction.  As the actual Investors are disclosed in SEC documents, we will add those Investors to the transaction report and remove the Unnamed Institutional Investors from the transaction report.

Use of Proceeds:
The Company often announces the intended use of the Net Proceeds from their private placement. In most cases, the funding is for Working Capital or General Corporate Purposes. If PlacementTracker was unable to locate a specific Use of Proceeds, the Transaction Report will state that the Use of Proceeds is for "Working Capital".

Variable Conversion Price - Definition:
The Definition of the Variable Conversion Price applies only to Floating Convertibles. The Variable Conversion Price is a price which constantly changes depending on the market price at the time of the conversion. The Variable Conversion Price usually includes a discounting feature. This is accomplished either through the use of a numeric discount or a volatility discount, or in some cases both. An example of a numeric discount description is:

"85% of the average closing bid price for the five trading days immediately preceding the conversion."



This essentially provides the Investor a 15% discount upon conversion. The second type of discount is the volatility discount. An example of this would be:

"the average of the three lowest closing bid prices during the twenty trading days immediately preceding the conversion"



Because of fluctuations in trading prices for any stock, a discount can be created by measuring the lowest closing prices or trading prices during a certain evaluation period. These discounts can range anywhere from 0 to 50% and even upward depending on the number of trading days in the evaluation period, the number of low prices taken to measure the average price during that period, and the trading volatility of the particular stock. Essentially, the greater the evaluation period, the lesser number of trading prices in the measurement period, and the greater the stock volatility all serve to increase the effective discount of the volatility discount.

Variable Conversion Price - Effective Discount:
For floating convertibles this field has two parts. The initial discount is the % described in the "Definition of Variable Conversion. " The Company discloses this percentage as an explicit term in the conversion price formula.

Example:
The Floating conversion price equals 85% of the 5-day average closing bid price for the day prior to conversion.

The second part of the discount is implicit to the terms of the conversion formula. The additional discounts are a factor of the added advantage that the Investor gets by being able to price the conversion on the most beneficial closing bid prices during a certain period of time. Depending on the stock's volatility, the real discount the Investor gets upon actual conversion may be significantly larger than the 5% or 10% extra we assess to the Effective Discount.

Note: It must be stressed that this additional discount is an arbitrary additional discount we assess to approximate the additional conversion power purchasers have with these types of Floating Conversion Prices. PlacementTracker has adopted the following standard when calculating the additional discount:

1.) If the number of prices taken to measure the average price during the evaluation period is equal to or greater than 50% of the number of days in the look back period, assume an additional discount of 5%. For example:
     a. "The average of the five lowest closing bid prices during the ten trading days immediately preceding conversion." This means an additional discount of 5%.
     b. "The average of the fifteen lowest closing bid prices during the twenty trading days immediately preceding conversion." This means an additional discount of 5%.

2.) If the number of prices taken to measure the average price during the evaluation period is less than 50% of the number of days in the look back period, assume an additional discount of 10%. For example:
     a. "The average of the two lowest closing bid prices during the ten trading days immediately preceding conversion." This means an additional discount of 10%.
     b. "The average of the five lowest closing bid prices during the twenty trading days immediately preceding conversion." This means an additional discount of 10%.

Various Individual Investors

As a policy, PlacementTracker does not report on the investment activity of individual persons.  If individuals participate in a transaction that we record in the database, we will aggregate their total investment amount and list it under a single Investor called Various Individual Investors.

Warrants – Description:
Warrants are a right or option to purchase shares of the Company's common stock at a specified price (the Exercise Price) for a specified period of time (the Term). The Warrants Description field describes the allocation of the Warrants among the Investors (if more than one) and any other non-traditional clauses in the Warrants. In some cases, the Investor may receive more than one type of Warrant (i.e., different Terms or different Exercise Prices). For calculation, please see Appendix.

Warrants – Exercise Price:
This is the price at which the Investor can purchase the shares of common stock, typically at some premium to the market price of the common stock on the Closing Date of the transaction.

For calculation, please see Appendix.

Warrants – Amount:
This is the number of shares of common stock that the Investor can receive upon exercising the Warrants.

Warrants – Anti-Dilution Protection/MFN:
This is used to protect the Investors if the Company issues additional shares in the future at a price which is lower than the Exercise Price. This clause preserves the value of warrants received by the investors by providing additional consideration in the event more stock or warrants are issued by the Company in the future.

Warrants – Anti-Dilution Protection/MFN (Exercise Price Adjustment)/(Full Ratchet or Dilution Adjustment):
This clause provides the Investor with a reduction in Exercise Price of the warrants if a specified future dilutive event occurs.

Warrants – Anti-Dilution Protection/MFN (Standard):
This clause gives the Investor additional warrants or and amended warrant exercise price if a future company event changes the nature of the shares outstanding. This could result from a stock split, dividend paid, merger, etc.

Warrants – Term:
This is the period of time that the Investor can exercise its Warrants. This Term is defined in a period of months, typically ranging between 24 and 60.

Warrants – Value:
The Value of the Warrants is calculated by using a basic Black-Scholes valuation model based on the Closing Date of the transaction. The Black-Scholes valuation uses the term, exercise price, and volatility of the underlying common stock to devise a theoretical value for the Warrant. PlacementTracker acknowledges that this valuation method may not always portray a "true" value of the Warrant. Additionally, it may not reflect the value that the Company may have attributed to the Warrant in its financial reports. The actual "true" Value of a Warrant is only realized when the Warrant is sold (at a negotiated price), exercised into common stock and that common stock is sold (which is dependent on the market price of the common stock at that time) or when the Warrants expire (when the value=0). Since none of those values can be accurately determined on the Closing Date of the placement, PlacementTracker uses the best available estimate of this valuation, the Black-Scholes model. PlacementTracker uses the 30-day historical volatility of the common stock underlying the warrant as the input for volatility in the Black-Sholes model.

YTM:
YTM is the Yield to Maturity commonly associated with a zero-coupon bond. In a zero-coupon bond, the Company will not pay out any interest until maturity. The bond is issued at a discount to face value and accrues a yield over the term of the security.

Zero-Coupon Bond:
A Zero-coupon bond is priced at a large discount from face value. The bond matures at full face value so the difference between the original issue price and the face value represents the interest income. The issuer of the zero-coupon bond saves on cash flow since the interest isn't paid out until the end of the bond holding period.

APPENDIX

Conversion Premium/Discount:

Fixed Conversion Price Premium / Discount: (Fixed Conversion Price / Closing Market Price) – 1} x 100%.

Floating Conversion Price Premium / Discount: {(effective floating conversion price) –1} x 100%.

Dilution:
Calculation for Common Stock deals:
{(Number of Securities Sold) + (Amount of Warrants)} / (Closing Shares Outstanding)

Calculation for Fixed Convertible deals:
{(Gross Proceeds / Fixed Conversion Price) + (Amount of Warrants)} / (Closing Shares Outstanding)

Calculation for Floating Convertible deals:
{(Gross Proceeds / Closing Market Price) + (Amount of Warrants)} / (Closing Shares Outstanding)

Calculation for Non-Convertible deals:
(Amount of Warrants) / (Closing Shares Outstanding)

Calculation for Structured Equity Lines:
{(Commitment Amount/Market Price at Closing) + (Amount of Warrants)} / (Closing Shares Outstanding)

Calculation for At-the-Market:
(Amount of Warrants, if any) / (Closing Shares Outstanding)

Floor Price Premium / Discount:
{(Floor Price) / (Closing Market Price) – 1} x 100%

Market Cap at Closing:
(Closing Shares Outstanding) x (Closing Market Price)

Placement Agent – Cash Fees:
(Cash Fees) / (Gross Proceeds) x 100%

Proceeds as a Percentage of Market Cap:
Gross Proceeds / Market Cap at Closing = Proceeds as a Percentage of Market Cap

Purchase Price Premium / Discount:
For Common Stock transactions:
{(Purchase Price Per Share) / (Closing Market Price) – 1} x 100%

For Structured Equity Lines:
{(Effective Discount) – 1} x 100%

Stock Price Change Since Closing:
(Todays Price) / (Closing Market Price) x 100%

Warrant Coverage:
For all Common Stock security types:
(Number of Warrants1, 2 and 3) / (Number of Securities Sold) x 100%

For Fixed Convertibles:
(Amount of warrants) / {(Gross Proceeds) / (Fixed Conversion Price)} x 100%

For Floating Convertibles:
(Amount of warrants) / {(Gross Proceeds) / (Closing Market Price)} x 100%

Warrant Exercise Premium/Discount:
{(Warrant Exercise Price) / (Closing Market Price) –1} x 100%

If more than 1 set of Warrants are issued, then the Warrant Exercise Price = {(Exercise Price1)+(Exercise Price2)}/2