id-Confirm, Inc. -- Second Closing of Convertible Debenture Offering.DENVER -- id-Confirm, Inc. (the "Company") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :IDCO) today announced that it has entered into private placement agreements with institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. whereby it has received gross proceeds of $596,400 and has issued $710,000 of Convertible Debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. , convertible into 1,183,333 shares of Common Stock at the option of the debenture debenture (dəbĕn`chər), document acknowledging indebtedness. In Great Britain a debenture is practically the same as a bond, and debenture stock is similar to preferred stock. holder at a conversion price of $0.60, subject to adjustment. The Convertible Debentures have been granted pursuant to the closing of the second tranche Tranche One of several related securities offered at the same time. Tranches from the same offering usually have different risk, reward, and/or maturity characteristics. tranche A class of bonds. of the private placement that initially closed November 14, 2005, as previously announced. The investors have also been issued warrants exercisable at any time on or after the six month anniversary of the securities purchase agreement and for five years thereafter to purchase up to 1,175,496 shares of common stock at an exercise price of $0.65 per share. The investors were also issued 1,175,496 short-term warrants at an exercise price of $0.60 per share, exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date. The proceeds of the private placement will be used for general corporate purposes. JPC JPC Joint Parliamentary Committee (India) JPC John Paul College (Queensland, Australia) JPC Joint Propulsion Conference JPC Joint Planning Committee JPC Jpeg-2000 Code stream Capital Partners, Inc. was the placement agent for the transaction, and have been issued 47,334 warrants and 47,334 short-term warrants. The securities offered in the private placement were not registered under the Securities Act of 1933 as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. (the "Act"), and may not be offered or sold 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. absent registration, or an applicable exemption from registration, under the Act. Pursuant to a registration rights agreement with the investors, the Company will file a registration statement with the United States Securities and Exchange Commission covering the resale resale n. selling again, particularly at retail. In many states a "resale license" or "resale number" is required so that the state can monitor the collection of sales tax on retail sales. RESALE. of the shares of common stock issuable pursuant to the Convertible Debentures and the warrants, subject to certain terms and conditions. Notice Regarding Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This news release contains "forward-looking statements," as that term is defined in Section 27A of the Act and Section 21E of the Securities Exchange Act of 1934. Statements in this press release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the application of the proceeds of the Company's Convertible Debenture financing. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the possibility that the Company is unable to close the Convertible Debenture offering because of a failure of a subsequent closing condition or otherwise. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the Company believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations or intentions will prove to be accurate. Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in the Company's periodic reports filed from time-to-time with the Securities and Exchange Commission. |
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