Typhoon Touch Technologies, Inc. (OTCBB:TYTT) (www.typhoontouchtech.com),
announced today that it has secured a total of $20,000,000 in financing
with First Strategy Finance Corp., a Panama-based institutional
investor, to support its ongoing patent litigation, future mergers &
acquisitions, working capital and general corporate use.
On signing the common stock purchase agreement (the "Purchase
Agreement"), Typhoon received $500,000 from First Strategy Finance Corp.
(the "Investor") as an initial purchase of 100,000 common stock under
the $20 million commitment, at a price of $5.00 per share. Investor is
required to purchase an additional 50,000 shares of common stock of
Typhoon within 120 days of signing the Purchase Agreement and another
50,000 shares of common stock on filing a registration statement with
the Securities and Exchange Commission in connection with the
transaction.
After the SEC has declared effective a registration statement related to
the transaction, Typhoon has the right, over a 25-month period, to sell
its shares of common stock to Investor, from time to time, in amounts up
to $100,000 per sale, depending on certain conditions as set forth in
the Purchase Agreement, up to the full aggregate commitment of $20
million.
The purchase price of the shares related to the $19 million balance of
future funding will be based on 90% of the prevailing market prices of
Typhoon's shares at the time of sales as set out in the Purchase
Agreement. Typhoon will control the timing and amount of any sales of
shares to the Investor. There are no negative covenants, restrictions on
future fundings, penalties or liquidated damages in the agreement. The
Purchase Agreement may be terminated by Typhoon at any time at its
discretion without any additional cost to Typhoon.
The Purchase Agreement requires the Registrant to complete a 30 for 1
forward split of its issued and outstanding share capital within 10 days
of signing the Purchase Agreement.
Concurrently with entering into the Purchase Agreement, the Registrant
entered into a registration rights agreement (the "Registration
Agreement") with Investor. Under the Registration Agreement, the
Registrant agreed to file a registration statement related to the
transaction with the U.S. Securities & Exchange Commission ("SEC")
covering the shares that have been issued or may be issued to Investor
under the Agreement within 180 days of the date of the Registration
Agreement.
A more detailed description of the Purchase Agreement and Registration
Rights Agreement is set forth in Typhoon's Current Report on Form 8-K
filed today with the SEC which the Company encourages be reviewed
carefully.
Forward Split
As required in the Purchase Agreement, Typhoon has effected a
thirty-for-one forward split in its common stock. This action means that
each share of Typhoon's common stock outstanding at the time of the
stock split will be converted into thirty shares of Typhoon's common
stock. As this stock split is being undertaken pursuant to Nevada
Revised Statutes 78.209, the number of authorized shares of common stock
will be increased from 900,000,000 shares to 27,000,000,000 shares.
Based on the number of shares currently outstanding prior to the stock
split, the stock split will increase the number of outstanding shares of
common stock from 14,650,000 shares to approximately 439,500,000 shares.
The legal effective date for the forward split transaction will be July
18, 2008. The market trading effective date of the forward split
transaction is pending. A new OTCBB trading symbol for the common stock
is expected to be assigned in due course once a market trading effective
date has been determined by Corporate Data Operations - NASDAQ OMX.
Typhoon stockholders who hold their shares in "street name" with
nominees or brokerages will not be required to take any action to
receive additional shares to which they are entitled by the forward
split. However, the forward split will require the surrender of shares
held in certificate form. Stockholders holding Typhoon stock
certificates will receive their additional shares only after the
surrender of their current certificates to Typhoon's transfer agent:
Corporate Stock Transfer, Inc.
3200 Cherry Creek South Drive, Suite 430
Denver, Colorado 80209
Telephone: 303-282-4800
Fax: 303-282-5800
A transmittal letter will be mailed to registered shareholders as of the
Effective Date to facilitate the receipt of new stock certificates.
Registered holders will be required to provide this transmittal letter
to Typhoon's transfer agent with each share certificate that is
surrendered.
About Typhoon Touch Technologies
Typhoon Touch Technologies, Inc. (TYTT.OB), a Nevada corporation, is the
owner of foundational intellectual property in the area of portable
touch-screen computing. Please visit www.typhoontouchtech.com
for more information.
This news release contains "forward-looking statements," as that term is
defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Statements in this
press release that are not purely historical are forward-looking
statements and include any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such forward-looking
statements include, among other things, that the Company licensing
agreement with Nova Mobility will enhance product development or result
in innovative products or applications, or the growth potential of touch
technology and the ability of the companies to capitalize on this market.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others,
the inherent uncertainties associated with the development of an early
stage technology company and its products and the entry into new markets
for our products and services. These forward-looking statements are made
as of the date of this news release, and the company assumes no
obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those projected in the
forward-looking statements. Although we believe that the beliefs, plans,
expectations and intentions contained in this press release are
reasonable, there can be no assurance that such beliefs, plans,
expectations or intentions will prove to be accurate. Investors should
consult all of the information set forth herein and should also refer to
the risk factors disclosure outlined in our recent current reports on
Form 8-K, our annual report on Form 10-KSB, our quarterly reports on
Form 10-QSB and other periodic and current reports filed from
time-to-time with the Securities and Exchange Commission.
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