REDWOOD SHORES, Calif.-- March 13, 2006--Wherify Wireless, Inc. (OTCBB:WFYW), a leading developer of wireless location products and services, announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission that the Company entered into agreements with Cornell Capital Partners providing a total of $45 million in debt and equity financing. Pursuant to a Securities Purchase Agreement, Wherify Wireless will issue secured convertible debentures to Cornell Capital Partners and will receive $5 million in gross proceeds.
The debentures are convertible into Wherify Wireless common stock, are secured by the Company's assets, and have a three-year term and accrue interest at 7% per annum. The Company also issued warrants to Cornell Capital for the purchase of 2,500,000 shares of common stock, half at an exercise price of $2.00 and half at an exercise price of $2.25. In addition, the Company signed a Standby Equity Distribution Agreement (SEDA) for $40 million in committed equity capital. Under the SEDA, the Company may at its option issue and sell common stock to Cornell Capital for a total purchase price of up to $40 million subject to maximum of $1 million per week, over a two-year period beginning on the effective date of the registration statement for the shares. Wherify intends to utilize these funds for general working capital purposes. The obligations of Cornell Capital are subject to certain conditions. Additional information regarding this financing is outlined in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
"This infusion of funds will be used to expand our manufacturing capability and to provide for corporate requirements," said Timothy Neher, chief executive officer, Wherify Wireless. "Completing this financing is an important milestone for Wherify as we focus on launching the Wherifone and bringing the benefits of Wherify's Aided-GPS location technology to consumers in North America and around the world."
Concurrent with securing this financing, the Company gave notice of termination of an Investment Agreement with Dutchess Private Equities Fund, L.P., which was announced on February 9, 2006.
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