Published: June 22, 2007
Nitches Secures $3.15 Million Convertible Debt PIPE:
Net Proceeds of $2.95 Million Bolster Working Capital
Nitches, Inc. (NASDAQ: NICH) announced today
that is has entered into a Securities Purchase Agreement with two
unaffiliated institutional investors for the sale of 12.0% Subordinated
Convertible Debentures and Common Stock Purchase Warrants. The transaction
involved the issuance of an aggregate of $3.15 million principal amount of
Debentures and 577,500 Warrants, and resulted in net proceeds of $2.95
million, after deduction of fees and expenses. Granite Financial Group, an
investment bank, acted as advisor to Nitches and received a $150,000
debenture in payment of its services.
"This financing bolsters our working capital, providing additional capital
to increase our core business as it develops," commented Steve Wyandt, CEO
of Nitches. "In addition, it will increase our ability to be opportunistic
about strategic initiatives when they arise."
Interest on the Debentures accrues at the rate of 12% per annum and is
payable quarterly on February 28, May 31, August 31, and November 30,
commencing on August 31, 2007. The Debentures are due December 31, 2009.
Nitches has the right to redeem the Debentures, or any part thereof, before
the maturity date for cash upon notice to the holder upon payment of 110%
of the amount outstanding on the Debentures being redeemed.
The holders of the Debentures have the right to convert at any time, at
their election, at a conversion price of $4.12 per share, subject to
adjustment including full-ratchet anti-dilution protection. Nitches has the
right to force conversion of the Debentures, subject to certain
restrictions, at the lower of the conversion price or a 15% discount to the
variable weighted average price for Nitches' Common Stock.
Nitches issued an aggregate of 577,500 Warrants in connection with the
transaction. The Warrants are five (5) year warrants to purchase Common
Stock at a price of $4.12 per share, subject to adjustment, including
full-ratchet anti-dilution protection.
As part of the transaction, Nitches entered into a Registration Rights
Agreement with the investors. Nitches agreed to file a registration
statement covering the resale of the shares of Common Stock that may be
issued to investors upon the conversion of the Debentures and the exercise
of the Warrants, and to maintain the effectiveness of that registration
statement (subject to certain limitations) for a period of time until the
holders can sell the underlying Common Stock without volume restrictions
under Rule 144. If Nitches fails to meet its registration obligations, it
may be required to pay to the investors in cash liquidated damages. The
amount of liquidated damages is equal to 1.0% of the principal amount
outstanding for any 30 day period, or pro rata portion thereof, that such a
failure continues during the first year the Debenture is outstanding and
0.5 % of the principal amount outstanding for any 30 day period, or pro
rata portion thereof, that such a failure continues during the second year
the Debenture is outstanding.
Nitches, Inc. has been designing and marketing quality apparel for niche
markets since 1971. The Company's women's product lines include sleepwear
and loungewear by Body Drama®, women's western wear and outerwear by
Adobe Rose®, Saguaro® and Southwest Canyon®. The Company's menswear
offerings include Nat Nast®, Dockers® and Newport Blue® swimwear and
graphic t-shirts, The Skins Game golf apparel®, and ZOIC® performance
cycling apparel. The Company's Designer Intimates subsidiary markets
sleepwear, robes, loungewear, and daywear under the following brands:
Gossard®, Derek Rose®, Princesse tam tam®, Crabtree & Evelyn®, Anne
Lewin®, Dockers® and Claire Murray®. The Company also distributes
candles and home accessories under the Bill Blass® Home Décor brand and
recently secured the license for developing and distributing similar
categories of home décor items under the Gail Pittman® brand. The
Company's products are sold to better department stores, specialty
boutiques, moderate department stores, and national and regional discount
department stores and chains. Additionally, the Company develops and
manufactures private label products for many leading retailers and
multi-channel marketers.
Nitches, Inc. is headquartered in San Diego, California with offices in Los
Angeles, New York City, Dallas, and Hong Kong. The Company's shares are
traded on the NASDAQ Capital Market under the symbol NICH. Visit our web
site at http://www.nitches.com.
Except for historical information contained herein, the statements in this
release are forward-looking and made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties that may cause
the Company's actual results in future periods to differ materially from
forecasted results. Those risks include a softening of retailer or consumer
acceptance of the Company's products, pricing pressures and other
competitive factors, or the unanticipated loss of a major customer. These
and other risks are more fully described in the Company's filings with the
Securities and Exchange Commission.
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