The Brainy Brands Company, Inc. Announces Initial Closing of Private Placement
August 15 2011 - 9:00AM
Business Wire
The Brainy Brands Company, Inc. (the “Company”) (OTCBB: TBBC), a
producer and marketer of the Brainy Baby® line of children’s
educational videos and products aimed at early development for
preschoolers, today announced that the Company has closed on
$220,000 of initial financing through a private placement with
existing institutional and accredited investors of promissory notes
convertible into common stock at a conversion price of $0.40 per
share. In addition, a second and third closing for up to an
aggregate of $2.4 million (including the $220,000 sold at the
initial closing) may occur, subject to certain conditions including
the consent of the original investors, within 45 days of the
initial closing (with respect to the second closing) and 60 days of
the second closing (with respect to the third closing). The Company
also reaffirms its business outlook announced in a corporate update
release on July 14, 2010, despite recent weakness in the price of
its stock.
“We are pleased with the confidence that our investors continue
to place in us investing with us and in our ability to execute our
marketing strategy and branding initiative. The volatility and
weakness in our stock price as well as the overall market
conditions will not deter our focus on the tasks and objectives at
hand,” commented John Benfield, CEO of The Brainy Brands Company.
“We wish to assure our shareholders that there has been no change
in the Company's strategy and that we will continue to update our
shareholders and the investment community of any corporate
developments.”
The securities sold by the Company in the private placement were
not registered under the Securities Act of 1933, as amended (the
"Securities Act"), and were sold in reliance upon exemptions from
the registration requirements of the Securities Act pursuant to
Regulation D promulgated under the Securities Act. Therefore, such
securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and any applicable state
securities laws. This press release does not constitute an offer to
sell any securities or a solicitation of an offer to purchase any
securities.
For additional information regarding this private placement,
please refer to the Company’s Form 8-K filed with the Securities
and Exchange Commission on August 12, 2011 available for review at
www.sec.gov.
About The Brainy Brands Company, Inc.
Headquartered in Suwanee, GA The Brainy Brands Company, Inc.
develops and markets an extensive library of early childhood
learning products, including a full range of puzzles, books, games,
toys and audio-visual materials for the US market and international
marketplace. The Company’s strategy is to support its existing line
of high quality educational toys, media, and activities and develop
new product and offerings optimizing new technologies, delivery
systems, and advances in early childhood education.
More information about the Company may be found at
www.thebrainybrandscompany.com.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Statements contained in this release that are not historical facts,
including, without limitation, statements that relate to the
Company's expectations with regard to the future impact on the
Company's results from new products in development, may be deemed
to be forward-looking statements. Words such as "expects",
"intends", "plans", "may", "could", "should", "anticipates",
"likely", "believes" and words of similar import also identify
forward-looking statements. These statements are subject to risks
and uncertainties. Forward-looking statements are based on current
facts and analyses and other information that are based on
forecasts of future results, estimates of amounts not yet
determined and assumptions of management. Readers are urged not to
place undue reliance on the forward-looking statements, which speak
only as of the date of this release. Except as may be required
under applicable law, we assume no obligation to update any
forward-looking statements in order to reflect any event or
circumstance that may arise after the date of this release.
Additional information on risks and other factors that may affect
the business and financial results of The Brainy Brands Company,
Inc. can be found in the filings of The Brainy Brands Company, Inc.
with the U.S. Securities and Exchange Commission.
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