LAKE MARY, Fla., — Renewable fuels provider New Generation Biofuels Holdings, Inc., announced today that it has closed a $1.5 million private placement of its common stock and warrants via private placement memorandum. Jesup & Lamont’s San Francisco investment banking division acted as the placement agent in connection with the financing.
The Company agreed to sell 1,907,500 shares of its common stock in the offering at a price of $0.80 per share. The closing price of our common stock on the Nasdaq Capital Market on the day before the closing, March 2, 2009, was $0.73 per share. Each investor in the offering also received a warrant exercisable for a number of shares of our common stock equal to the number of shares purchased by each investor at an exercise price of $0.90 per share, for total of 1,907,500 shares exercisable under the warrants. In addition, the Company exchanged new warrants at an exercise price of $1.00 per share with investors that participated in our 2008 private placement of Series B Convertible Preferred Stock and warrants and that invested a specified amount in this offering. Under this exchange, we reissued warrants to purchase a total of 97,792 shares. The warrants are exercisable at any time after the six month anniversary of the issue date but prior to the fifth anniversary of the issue date, either for cash or by means of a “cashless exercise.” The Company also agreed to certain antidilution adjustments that would result in the issuance of additional shares or reduction in warrant exercise prices if, within the next fifteen (15) months, the Company issues in a financing transaction common stock or convertible securities with a purchase price or conversion price less than $0.80 per share or warrants with an exercise price less than $0.90 per share. The Company agreed to take steps to allow investors to sell their shares under Rule 144 but did not enter into any registration rights agreements in connection with the offering.