Sona Mobile Holdings Corp.
Announces Agreement for Private Placement Financing of $3.0 Million
in Convertible Notes
NEW YORK, November 27, 2007
– Sona Mobile
Holdings Corp. (OTC BB: SNMB), a leading provider of secure
software solutions for gaming and entertainment, announced today
that it has entered into definitive agreements for the sale of 8%
senior unsecured convertible debentures due 2010 in the aggregate
principal amount of $3,000,000 (the “Notes”) and
five-year warrants (“Warrants”) to purchase an
aggregate of 3,333,333 shares of Sona’s common stock, par
value $.01 per share (“Common Stock”), in a private
placement transaction (the “Private Placement”) for
gross proceeds of $3,000,000 before payment of commissions and
expenses. Sona expects to use the net proceeds from the sale of the
Notes and Warrants for working capital purposes.
The Notes will bear interest at a rate
of 8% per annum, payable quarterly on January 1, April 1, July 1
and October 1 in cash or shares of Common Stock, or combination
thereof. Subject to certain enumerated conditions, the decision to
pay interest in cash or shares of Common Stock will be at the
Company’s option. The Notes will mature three years from the
date of issuance and are convertible into shares of Common Stock at
an initial conversion price of $0.45 per share, subject to
full-ratchet anti-dilution protection for two years following the
date of issuance and weighted average anti-dilution from the two
year anniversary of the date of issuance through the maturity date
of the Notes. Following the date that the initial registration
statement filed by Sona pursuant to the Registration Rights
Agreement is first declared effective by the Securities and
Exchange Commission (the “Effective Date”), Sona will,
subject to the satisfaction of certain enumerated conditions, have
the right to force conversion of a specified amount of the Notes at
the then-applicable conversion price, provided that (i) there is an
effective registration statement (for the time frame enumerated in
the Notes) pursuant to which the investor is permitted to utilize
the prospectus thereunder to resell all of the shares subject to
the applicable forced conversion notice; (ii) the daily volume
weighted average price per share of the Common Stock for at least
20 out of any 30 consecutive trading days, which period shall have
commenced only after the Effective Date (such period the
“Threshold Period”), exceeds $0.90; and (iii) for at
least 20 trading days during the applicable Threshold Period the
daily trading volume for the Common
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