Stem Cell Completes Secured Convertible Note Offering.SCOTCH PLAINS, N.J. -- Stem Cell stem cell In living organisms, an undifferentiated cell that can produce other cells that eventually make up specialized tissues and organs. There are two major types of stem cells, embryonic and adult. Innovations, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : SCLL SCLL Sandia Corporation, Livermore Laboratory ) announced today that it had raised $1 million through the issuance to an existing investor of a secured convertible note and warrants to purchase 10,000,000 shares of the Company's common stock. The convertible note, due November 16, 2007, is in the principal amount of $1 million, bears interest at the rate of 10% per annum Per annum Yearly. , is secured by all the assets of the Company and its subsidiaries, and is convertible into 10,000,000 shares of the Company's common stock. The warrants are exercisable until November 16, 2011 at a price of $.12 per share. The note and the warrants are subject to full ratchet Full Ratchet An anti-dilution provision that, for any shares of common stock sold by a company after the issuing of an option (or convertible security), applies the lowest sale price as being the adjusted option price or conversion ratio for existing shareholders. antidilution provisions. The investor has committed to invest an additional $1 million on the same terms, within 60 days of the closing date, subject to the continued satisfaction by the Company of the conditions required to be satisfied with respect to the current offering. The Company paid a fee equal to $25,000 and 250,000 shares of common stock in connection with the transaction and will pay the same fee upon the completion of the additional $1 million investment. About Stem Cell Innovations Stem Cell Innovations is a cell biology Cell biology The study of the activities, functions, properties, and structures of cells. Cells were discovered in the middle of the seventeenth century after the microscope was invented. company with facilities in Scotch Plains, NJ, Houston, TX and Leiden, the Netherlands. Our proprietary, human pluripotent stem cells pluripotent stem cell Hematology The 'mother of all cells'–the progenitor of all hematopoietic cells–eg, platelets, RBCs, neutrophils, macrophages, lymphocytes. See Stem celll. , known as PluriCells[TM], have the potential to aid in drug discovery, toxicology, and cell therapy. We are in the process of making our patented pluripotent plu·rip·o·tent or plu·ri·po·ten·tial adj. 1. Capable of affecting more than one organ or tissue. 2. Not fixed as to potential development. Used of an embryonic cell. cell lines, which are eligible for federal funding in 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. , widely available to universities and other not-for-profit institutions to rapidly advance stem cell research. We are positioned to become a leading provider of toxicology testing and discovery systems for the pharmaceutical, chemical, and nutraceutical industries around the world. The development of the proprietary PluriCell technology greatly expands our currently marketed C3A human liver cell-based toxicology offerings. Additional information is available at www.stemcellinnovations.com. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We use words such as "expects", "intends", "believes", "may", "will" and "anticipates" to indicate forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, but not limited to, those risks and uncertainties detailed in the Company's periodic reports filed with the Securities and Exchange Commission. We caution that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the effect, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ from those expressed or implied by these forward-looking statements. If any one or more of these expectations and assumptions proves incorrect, actual results will likely differ materially from those contemplated by the forward-looking statements. Even if all of the foregoing assumptions and expectations prove correct, actual results may still differ materially from those expressed in the forward-looking statements as a result of factors we may not anticipate or that may be beyond our control. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. We do not undertake to update any forward-looking statements made by us, whether as a result of new information, future events or otherwise. You are cautioned. |
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