IA Global Announces Additional Funding from Inter Asset Japan LBO No 1 Fund & New Employment Agreement with Mark Scott, the C...
24 Agosto 2009 - 10:00AM
Business Wire
IA Global Inc. (NYSE AMEX US:IAO) announced today that it
received $200,000 under a Stock Purchase Agreement dated August 17,
2009 with Inter Asset Japan LBO No 1 Fund, an existing shareholder
of the Company. Under the terms of the Agreement, the Company
agreed to issue and sell to the investor 5,000,000 shares of the
Company’s common stock for an aggregate purchase price of $200,000,
or $0.04 per share.
Also under the terms of the Stock Purchase Agreement, the
investor has committed to purchase, and the Company has agreed to
issue and sell to the investor, additional shares of the Company’s
common stock in accordance with the following schedule:
- 2,500,000 shares at a purchase
price of US$.04 per share, or an aggregate price of US$100,000 on
or before September 4, 2009.
- 1,250,000 shares at a purchase
price of US$.04 per share, or an aggregate price of US$50,000 on or
before September 18, 2009.
- 50,000,000 shares at a purchase
price of US$.04 per share, or an aggregate price of US$2,000,000 on
or before November 10, 2009.
Inter Asset Japan LBO N. 1 Fund’s obligation to purchase the
foregoing shares by the date specified is conditioned upon the
representations and warranties of the Company contained in the
Stock Purchase Agreement being accurate as of the date of such
closing.
Finally, the investor has the option, but not the obligation, to
purchase, on or before December 31, 2009, an additional 50,000,000
shares of common stock at a purchase price of US$.04 per share, or
an aggregate price of US$2,000,000.
The Stock Purchase Agreement contains certain representations
and warranties of the investor and the Company, including customary
investment-related representations provided by the investor, as
well as acknowledgements by the investor that it has reviewed
certain disclosures of the Company (including the periodic reports
that the Company has filed with the SEC) and that the Company’s
issuance of the shares has not been registered with the SEC or
qualified under any state securities laws. The Company provided
customary representations regarding, among other things, its
organization, capital structure, subsidiaries, disclosure reports,
absence of certain legal or governmental proceedings, financial
statements, tax matters, insurance matters, real property and other
assets, and compliance with applicable laws and regulations.
The Stock Purchase Agreement also grants registration rights
that it may exercise at its option and provides the Shareholder
with a right of first offer if the Company proposes to issue
securities in the future (subject to certain customary
exceptions).
The Company also announced that on August 24, 2009, the Company
entered into a new Amended and Restated Employment Agreement with
Mark Scott, the Company’s Chief Financial Officer, which replaces
his Employment Agreement dated September 5, 2007.
Mr. Scott’s new Employment Agreement has a one year term
beginning on August 24, 2009, and is renewable on a mutually
agreeable basis. The Company will pay Mr. Scott an annual base
salary of $96,000, and will provide for participation in the
Company’s benefit programs available to other senior executives
(including group insurance arrangements). Also under the new
Employment Agreement, Mr. Scott is eligible for discretionary
performance bonuses based upon performance criteria to be
determined by the Company’s Compensation Committee based on
criteria under development. If Mr. Scott’s employment is terminated
without Cause (as defined in the new Employment Agreement), Mr.
Scott will be entitled to a payment equal to one year’s annual base
salary paid at the Company’s discretion in a lump sum or over the
next year.
The board of directors awarded Mr. Scott 200,000 shares of
Restricted Stock and an option to purchase 300,000 shares of the
Company’s common stock. The awards were granted at the fair market
price of $0.05 per share based on the adjusted closing price on
August 20, 2009, the last trading day before the board of director
meeting. In accordance with the 2007 Stock Incentive Plan, the
Restricted Stock vests on November 23, 2009 and the stock option
vests quarterly over three years and expires on August 23,
2019.
Mr. Scott stated “I am pleased to revise my Employment Agreement
to be based on a performance and equity basis, which aligns me more
closely with the Company’s investors and shareholders. I believe
the upside potential of the Company will be rewarding to our
shareholders and myself.”
About IA Global,
Inc.
IA Global, Inc. (“IA Global”) is a Business Process Outsourcing
(“BPO”) and Financial Services corporation targeting the B2B and
B2C markets in the Asia Region, the US and Australia. The Company
is seeking to expand its investments in the BPO, B2B and Financial
services sectors. In Japan, IA Global is 100% owner, except as
disclosed, of Global Hotline, Inc., a BPO organization, operating
several major call centers providing primarily outbound
telemarketing services for telecommunications and insurance
products. In the Philippines, IA Global operates as Global Hotline
Philippines Inc., a BPO organization, providing inbound and
outbound telemarketing services, and collocation facilities to a
variety of industries. In the Asia region, the Company has equity
investments of 20.25% in Slate Consulting Co Ltd, 36.0% in
Australian Secured Financial Limited and 12.6% in Taicom Securities
Co. Ltd.
For further information, contact:
Investor Relations
IA Global, Inc.
101 California Street, Suite 2450
San Francisco, CA 94111
415-946-8828 (t)
415-946-8801 (f)
ir@iaglobalinc.com
www.iaglobalinc.com
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements (within the meaning of Section 27a of the Securities Act
of 1933 and Section 21e of the Securities Exchange Act of 1934)
regarding us and our business, financial condition, results of
operations and prospects. Forward-looking statements in this report
reflect the good faith judgment of our management and the
statements are based on facts and factors as we currently know
them. Forward-looking statements are subject to risks and
uncertainties and actual results and outcomes may differ materially
from the results and outcomes discussed in the forward-looking as a
result of either the matters set forth or incorporated in this
report generally or certain economic and business factors, some of
which may be beyond the control of IA Global. Specifically, we are
exposed to various risks related to a decline in general economic
conditions, our need for additional financing, our level of
indebtedness, our Global Hotline business and contested ownership,
our ASFL investment, our NYSE AMEX listing, our controlling
shareholder groups, the sale of significant numbers of our shares
and a volatile market price for our common stock. Readers are urged
not to place undue reliance on these forward-looking statements
which speak only as of the date of this press release. We undertake
no obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the
date of the press release.
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