EXTON, Pa., May 6 /PRNewswire-FirstCall/ -- Isolagen(TM), Inc. (NYSE Amex: ILE) today announced that the Company has entered into secured promissory notes and security agreements (the "Notes") with eight lenders pursuant to which the Company borrowed an aggregate of $500,417.00 in principal amount. The Notes bear interest at a rate of 20% per annum with principal and interest on the Notes due on the earlier of June 20, 2009 or the date that the Company files for voluntary or involuntary bankruptcy.
If the Company receives debtor-in-possession financing in any bankruptcy proceeding, the holders of the Notes shall have the right to exchange the face amount of the Notes, plus any accrued but unpaid interest, into such debtor-in-possession financing on the same terms and conditions as the debtor-in-possession financing on a pari passu basis and on a dollar-for-dollar basis. To secure the repayment of the Notes, the Company granted the holders of the Notes a security interest in and a lien on the Company's 57% equity interest in Agera Laboratories, Inc.
Viriathus Capital LLC ("Viriathus") acted as the Company's financial advisor and placement agent with respect to the offering of the Notes. Viriathus is also assisting the Company in seeking potential debtor-in-possession financing in connection with the possible filing of a voluntary petition for reorganization relief under Chapter 11 of Title 11 of the United States Bankruptcy Code. If the Company is successful in obtaining commitments for such financing in sufficient amounts, it is likely that the Company will file such a petition. The Company currently has no legal commitments for such financing, and there is no assurance that such financing will be available to the Company on satisfactory terms, if at all. If the Company is unable to secure sufficient debtor-in-possession financing, it will likely cease operations and may file a petition for protection from creditors under Chapter 7 of the Bankruptcy Code.
The Company was advised today that due to the foregoing disclosure effective immediately the NYSE Amex LLC, formerly known as the American Stock Exchange ("NYSE Amex"), has halted trading in the Company's common stock. The Company has been further advised that it will receive a notice from the NYSE Amex that the exchange intends to delist the Company's common stock from listing on the NYSE Amex, which delisting will occur approximately seven days from the receipt of such notification if the Company determines not to appeal such decision. If the Company's common stock is delisted from the NYSE Amex, the Company intends to apply to have its common stock quoted on the OTC Bulletin Board as soon as practicable after the delisting. If the Company's common stock is delisted from the NYSE Amex, the Company does not anticipate that the trading of the Company's common stock will recommence prior to the exchange's delisting of the common stock and its quotation on the OTC Bulletin Board.
About Isolagen, Inc.
Isolagen(TM), Inc. (NYSE Amex: ILE) is an aesthetic and therapeutic company committed to developing and commercializing scientific advances and innovative technologies. The company's technology platform includes the Isolagen Process(TM), a cell processing system for skin and tissue rejuvenation which is currently in clinical development for a broad range of aesthetic and therapeutic applications including wrinkles, acne scars, burns and periodontal disease. Isolagen also commercializes a scientifically-advanced line of skincare systems through its majority-owned subsidiary, Agera® Laboratories, Inc. For additional information, please visit www.isolagen.com.
Isolagen Forward Looking Statements
All statements in this news release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release, include, without limitation, the Company's ability to obtain debtor-in-possession financing, the date on which the Company's common stock will be delisted from the NYSE Amex, if any, and the date on which the Company's common stock is quoted on the OTC Bulletin Board if the common stock is delisted from the NYSE Amex. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, as updated in "Item 1A. Risk Factors" in the Company's Quarterly Reports on Form 10-Q filed since the annual report. We operate in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, as well as other public filings with the SEC since such date.