Calypte Completes Private Placement of $850,000 in Convertible Debentures and Obtains Additional Financing Commitment.Business Editors/Health & Medical Writers ALAMEDA, Calif.--(BW HealthWire)--Feb. 12, 2002 Calypte Biomedical bi·o·med·i·cal adj. 1. Of or relating to biomedicine. 2. Of, relating to, or involving biological, medical, and physical sciences. Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CALY) announced today that it has signed an agreement to place up to $850,000 in two secured convertible debentures with Bristol Investment Fund, Ltd. ("Bristol"), a private investment fund. The agreement also obligates Bristol to exercise warrants to purchase shares of Calypte's common stock during the twelve months following the effectiveness of a registration statement that Calypte will file with the Securities and Exchange Commission to register the resale of the shares. Based on current market conditions, if Calypte issues both debentures, Calypte expects that its aggregate net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the debentures and exercise of the warrants will amount to approximately $2.1 million. Under this arrangement, Calypte will issue two secured convertible debentures to Bristol with a principal amount of $425,000 each at a 12% interest rate. Calypte issued the first debenture upon signing of the agreement and it will issue the second when the registration statement is declared effective by the SEC. The Company expects to file the registration statement by the middle of next month. Each debenture will mature two years from the date of issue. Under the terms of the debentures, Bristol can elect at any time prior to maturity to convert the balance outstanding on the debentures into shares of Calypte common stock. Once the registration statement is declared effective, Bristol is required to convert the debentures and to exercise the warrants each month at a rate equal to a minimum of 5% and 7.5% respectively of the trading volume Trading volume The number of shares transacted every day. As there is a seller for every buyer, one can think of the trading volume as half of the number of shares transacted. That is, if A sells 100 shares to B, the volume is 100 shares. in Calypte shares for the preceding 60 days. The exercise price of the warrants and the conversion price of the debentures are at floating prices that represent a discount to the trading price Trading price The price at which a security is currently selling. of Calypte shares for the 20 trading days preceding the exercise and conversion. This press release does not constitute an offer to sell or the solicitation to buy nor shall there be any sale of these securities in any state under which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such a state. The resale of these securities by the investment fund has also not been registered under the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities Act of 1933, as amended, and the securities may not be resold in the United States absent registration or an applicable exemption from registration requirements. Calypte Biomedical Corporation (OTCBB:CALY), headquartered in Alameda, Calif., is a public healthcare company dedicated to the development and commercialization of urine-based diagnostic products and services for Human Immunodeficiency Virus human immunodeficiency virus n. HIV. Human immunodeficiency virus (HIV) A transmissible retrovirus that causes AIDS in humans. Type 1 (HIV-1), sexually transmitted diseases Sexually transmitted diseases Infections that are acquired and transmitted by sexual contact. Although virtually any infection may be transmitted during intimate contact, the term sexually transmitted disease is restricted to conditions that are largely and other infectious diseases. Calypte's tests include the screening EIA (Electronic Industries Alliance, Arlington, VA, www.eia.org) A membership organization founded in 1924 as the Radio Manufacturing Association. It sets standards for consumer products and electronic components. and supplemental Western Blot tests Western blot test n. A serum electrophoretic analysis used to identify proteins. , the only two FDA-approved HIV-1 antibody tests that can be used on urine samples. Statements in this press release that are not historical facts are forward-looking statements, including statements regarding issuances of securities, the filing and effectiveness of the registration statement for resale of the shares of common stock issuable upon conversion and exercise of the securities and the amount which the Company may realize through the sale of future-priced securities. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, the review and effectiveness of our registration statement and conditions in the market for shares of our common stock. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact the Company's success are more fully disclosed in the Company's most recent public filings with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2000 and its subsequent filings with the SEC. |
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