TEMPE, Ariz., March 27, 2020 (GLOBE NEWSWIRE) -- Capstone Therapeutics (OTCQB: CAPS) (“the Company”)
Recapitalization of and Merger with Totalstone llc
In March 2020, the Company entered into an agreement, which will be effective April 1, 2020, to obtain an interest in materials distribution company (TotalStone, LLC), which distributes masonry stone products for residential and commercial construction in the Midwest and Northeast United States under the trade names Instone and Northeast Masonry Distributors (NMD). The Company will initially own 100% of TotalStone’s outstanding common units and receive certain funding from TotalStone, in exchange for corporate governance and other management expertise. The existing holders of TotalStone’s membership interests (other than its mezzanine lender) will receive preferred units valued at $20,500,000, with a quarterly dividend, that if not paid, is added to the preferred units’ value, at a rate of between 7% and 20% based on TotalStone’s financial performance. The preferred units are redeemable July 1, 2023, thirty-nine (39) months from issuance.
Modification of Company’s Secured Debt and Warrants
In March 2020, the Company entered into the Third Amendment to Securities Purchase, Loan and Security Agreement (the “Third Amendment”). The Third Amendment extends the Secured Debt’s maturity to March 31, 2022, which continues the deferral of interest until the maturity date. In consideration for the deferral, the Company has provided an option, for a period ending December 31, 2021, to convert all or part of the aggregate outstanding principal amount of the Loan, together with all accrued and unpaid interest thereon, into shares of the Company’s common stock at a conversion price between $10.00 and $30.00 per share, as determined by an independent valuation. Additionally, the Company amended the Warrants to determine the exercise price per share when exercised, at a price between $10.00 and $30.00 per share (based on 6,322 shares after the reverse stock split), as determined by an independent valuation.
Please see the Company’s Annual Report filed with the OTCQB Markets for further information.
