AllDigital Announces Convertible Note Financing Agreement With Strategic Investors and Hire of Director of Marketing and VP o...
29 Agosto 2013 - 7:00AM
AllDigital Holdings, Inc. (OTCBB:ADGL) offered and sold an
aggregate of $1.325 million in Convertible Promissory Notes
("Notes") to an aggregate of 6 individual and institutional
investors. The Notes closed on August 26, 2013. An additional
$155,000 in Notes is expected to close over the next week.
The Notes bear interest at a rate of 9% per annum from and after
December 1, 2013, and are due on August 1, 2014. Absent an event of
default, the Notes will automatically convert shares of common
stock of AllDigital or Broadcast International Inc. (OTCBB:BCST)
("Broadcast") prior to the due date for the Notes.
"This financing provides AllDigital with immediate capital to
scale its sales and marketing efforts, technology development,
capital equipment, and general working capital," said Paul Summers,
AllDigital's CEO. "As part of our efforts to scale AllDigital into
a global brand, we also are pleased to announce the recent hires of
Greg Siefkin as our VP of Sales and Kristin Davis as our Director
of Marketing. Mr. Siefkin has over 16 years of strategic sales and
major account management experience holding VP roles at digital
media firms such as Ascent Media and Technicolor. Ms. Davis brings
over 10 years of marketing experience with an extensive background
in driving both product and corporate marketing programs in the
cloud technology space. We are excited about these additions to our
team here in Irvine."
If the proposed merger between AllDigital and Broadcast (the
"Merger") closes prior to November 30, 2013, amounts owed under the
Notes will automatically convert into shares of Broadcast common
stock at a conversion price equal to the lesser of (a) the lowest
price per share at which Broadcast common stock is sold in an
offering of capital stock for cash by Broadcast that closes, or in
which firm commitments are received, on or about the closing date
of the Merger, and (b) the quotient of (i) $15,000,000, divided by
(ii) the number of shares of Broadcast common stock issued and
outstanding immediately following the Merger closing (assuming the
exercise or conversion of all options or warrants to purchase, and
all instruments convertible into, Broadcast common stock, other
than the Notes and related agreements). Broadcast is a party to the
Notes in order to facilitate these conversion provisions.
If the Merger has not closed by November 30, 2013 or the merger
agreement is earlier terminated without closing (such earlier date
being the "Merger Termination Date"), amounts owed under the Notes
automatically convert into shares of AllDigital common stock at a
conversion price equal to the lesser of (i) the lowest price per
share at which AllDigital's common stock is sold in an offering of
capital stock for cash by AllDigital that closes, or in which firm
commitments are received, after the date of the Notes and prior to
the Merger Termination Date, and (ii) the quotient of (A)
$6,750,000, divided by (B) number of shares of AllDigital common
stock issued and outstanding on the Merger Termination Date
(assuming the exercise or conversion of all options or warrants to
purchase, and all instruments convertible into, AllDigital common
stock, other than the Notes and agreements on substantially similar
terms).
About AllDigital:
Our unified digital broadcasting platform branded as AllDigital
Cloud provides a scalable, flexible and secure architecture where
various types of digital media (live events, video-on-demand,
digital services and applications) can reach a global audience
across mobile, desktop and digital televisions. We also provide
related integration services including maintenance, service and
support to power global deployments of digital media services.
AllDigital Cloud is based on our proprietary modular and grid
computing based architecture that provides a unified digital
broadcasting experience across the three screens.
Forward-Looking Statements
In addition to historical information, this release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements encompass
AllDigital's beliefs, expectations, hopes or intentions regarding
future events. Words such as "expects," "intends," "believes,"
"anticipates," "should," "likely", "will" and similar expressions
identify forward-looking statements. All forward-looking
statements included in this release are made as of the date hereof
and are based on information available to AllDigital as of such
date. AllDigital assumes no obligation to update any
forward-looking statement. Readers should note that many
factors could affect the proposed combination AllDigital and
Broadcast, as well as the future operating and financial results of
AllDigital and/or Broadcast, and could cause actual results to vary
materially from those expressed in forward-looking statements set
forth in this release. These factors include, but are not
limited to, the risk that the transaction contemplated by the
merger agreement will not close; the risk that, if the proposed
merger does close, the operations of AllDigital and Broadcast will
not be integrated successfully or at all; the risk that the parties
will be unable to successfully implement a combined business
strategy; the risk that the combined company will not realize
potential synergies and other anticipated marketing and financial
impacts of the proposed merger; the risk that future financial and
operating results of the combined company will not be as
anticipated or suggested; the risks that the shareholders of either
AllDigital or Broadcast will not approve the proposed merger; and
the risk that the various conditions to closing of the proposed
merger will not be satisfied. Additional risk factors,
cautionary statements and other conditions which could cause actual
results to differ from management's current expectations are
contained in the filings of AllDigital with the Securities and
Exchange Commission, including the risk factors identified in its
most recent Annual Report on Form 10-K.
Additional Information and Where to Find It
This information pertains to this document and all related
documents linked from this one. Broadcast intends to file with the
SEC a joint proxy statement/information statement/prospectus and
other relevant materials in connection with the merger. The joint
proxy statement/information statement/prospectus will be mailed to
the shareholders of AllDigital and Broadcast. Investors and
security holders of AllDigital and Broadcast are urged to read the
joint proxy statement/information statement/prospectus and the
other relevant materials when they become available because they
will contain important information about AllDigital, Broadcast and
the merger. The joint proxy statement/information
statement/prospectus and other relevant materials (when they become
available), and any other documents filed by AllDigital or
Broadcast with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by AllDigital by contacting Stephanie Hargis via email at
ir@alldigital.com, or by phone 949-250-0701, x100. Investors and
security holders are urged to read the joint proxy
statement/information statement/prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the merger.
Paul Summers, AllDigital's Chairman of the Board and Chief
Executive Officer, John Walpuck, AllDigital's Chief Financial
Officer, and certain of AllDigital's other executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of AllDigital and Broadcast in favor
of the merger. The other executive officers and directors of
AllDigital who may be participants in the solicitation of proxies
in connection with the merger have not been determined as of the
date of this filing. A description of the interests of Mr. Summers,
Mr. Walpuck and AllDigital's other executive officers and directors
in AllDigital is set forth in the AllDigital's Annual Report on
Form 10-K for the fiscal year ended December 31, 2012, which was
filed with the SEC on April 1, 2013. Investors and security holders
may obtain more detailed information regarding the direct and
indirect interests of Mr. Summers, Mr. Walpuck and AllDigital's
other executive officers and directors in the merger by reading the
joint proxy statement/information statement/prospectus when it
becomes available.
Copyright ©2013. AllDigital, Inc. All rights reserved. All marks
are the property of their respective holders.
CONTACT: Stephanie Hargis, Investor Relations
Email: ir@alldigital.com
Phone: 949.250.0701
Fax: 949.250.0730
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