Series C Convertible Preferred Stock

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JFB Construction Holdings Announces Approximately $44 Million Private Placement Priced At The Market Under Nasdaq Rules
Globenewswire· 2025-09-26 20:27
Core Viewpoint - JFB Construction Holdings has entered into a PIPE financing agreement with American Ventures LLC, expected to generate approximately $43.895 million in gross proceeds for the company [1]. Financing Details - The company plans to utilize $12 million of the net proceeds to retire Class B Common Stock owned by CEO Joseph F. Basile III, with the remaining funds allocated for general corporate operating expenses [2]. - Under the securities purchase agreement, JFB is selling 4,389,500 shares of Series C Convertible Preferred Stock, convertible into 8,068,933 shares of common stock at a conversion price of $5.44 per share [3]. - The offering includes 8,068,933 Common Warrants A and 8,068,933 Common Warrants B, both exercisable immediately, with exercise prices of $5.75 and $6.25 respectively, expiring three years from issuance [4]. Regulatory Information - The securities offered in the private placement have not been registered under the Securities Act of 1933 and are available only to accredited investors [5]. Company Overview - JFB Construction Holdings specializes in real estate development and construction across various sectors, including hospitality, commercial, industrial, and residential properties [1][7]. - The company has extensive experience in building multifamily communities, shopping centers, and other commercial projects, totaling over 2 million square feet [7]. - JFB has built a strong reputation based on client trust, with most projects acquired through referrals and repeat customers, operating in 36 U.S. states [8].
Titan Pharmaceuticals Announces $600,000 Private Placement of Convertible Preferred Stock
Globenewswire· 2025-06-27 20:05
Core Viewpoint - Titan Pharmaceuticals, Inc. has completed a private placement of Series C Convertible Preferred Stock with Blue Harbour Asset Management for a total of $600,000, with a conversion price set at $3.40 [1] Group 1: Private Placement Details - Blue Harbour purchased 60,000 shares of Preferred Stock for an aggregate purchase price of $600,000 [1] - The shares have a conversion price of $3.40 [1] - The transaction does not involve a public offering and has not been registered under the Securities Act of 1933 [3] Group 2: Ownership and Conversion Restrictions - The Certificate of Designations includes a beneficial ownership conversion "blocker" preventing Blue Harbour from acquiring more than 19.99% of the Company's outstanding common stock without shareholder approval [2] Group 3: Advisory and Agreements - ARC Group Ltd. served as the sole financial advisor to Titan in this private placement [4] - Titan and Blue Harbour have entered into a Registration Rights Agreement, which provides certain registration rights under specified conditions [3]