| Press release |
RadView Software Completes Financing Transaction
With Prior Loans Secures $1.5 Million At Initial Closing
BURLINGTON, MA - August 22, 2006 - RadView Software Ltd. (OTCBB: RDVWF),
a premier provider of solutions for verifying the performance, scalability and
integrity of business critical Web applications, today announced that on August
18, 2006 it had completed the initial closing of a $1.5 million investment
transaction with a group of investors led by Fortissimo Capital Fund GP LP. The
investors will also have the right, at their election, to make additional
investments of up to $2.25 million through February 18, 2008.
The Company signed the definitive agreements for the financing transaction on
April 4, 2006 and received shareholder approval of the financing on August 9,
2006.
"The completion of the financing will help to restore confidence in the
Company's financial position and marks a significant turning point for the
Company," said Jaron Lotan, Chairman of the Board of RadView. "With the support
of an active investor group, we look to explore new and exciting directions for
the Company."
Yuval Cohen, Managing Partner of Fortissimo Capital Fund, commented, "We are
excited to add RadView to our portfolio of investments. We believe that the
application testing market is ready for a fresh perspective and with RadView's
proven technology and solid customer base, we hope to bring exciting new
offerings and solutions to the market in innovative ways."
Terms of the Financing:
At the initial closing on August 18, 2006, investments totaling $1.5 million
were completed. The investments consisted of (a) $750,000 for the purchase of
25,000,000 convertible preferred shares issued by the Company to the investors
at a price of $0.03 per share, and (b) $750,000 as the principal of a
convertible loan, $625,000 of which was previously provided to the Company by
certain of the investors under the terms of a bridge loan in an advance of the
convertible loan received prior to the initial closing. The investors also
received warrants to purchase 18,750,000 of the Company's convertible preferred
shares at an exercise price of $0.04 per share, exercisable until August 18,
2011.
Until February 18, 2008, the investors will also have the right, at their
election, to purchase up to an additional $2.25 million of the Company's
convertible preferred shares at a price of $0.03 per share. To the extent they
elect to purchase these additional shares, the investors would also receive
additional warrants to purchase up to 56,250,000 convertible preferred shares
at an exercise price of $0.04 per share exercisable for a period of five years
from date of issuance.
The convertible preferred shares are convertible, at the discretion of the
holder, into the Company's ordinary shares and vote together with the ordinary
shares as a single class on an as-converted basis. Additionally, holders of the
convertible preferred shares are entitled to nominate a majority of the
Company's board of directors and have priority voting rights over significant
corporate actions.
The convertible loan may be converted, at the election of the holder, into
convertible preferred shares of the Company at a conversion price of $0.03 per
share. The convertible loan bears interest at a rate of 8% per annum, and if
not converted into convertible preferred shares, will be due and payable on
September 17, 2009. The convertible loan is secured by a floating charge on all
of the Company's assets and a fixed charge on the Company's intellectual
property and accounts receivable.
In addition, the Company also entered into a management services agreement with
Fortissimo whereby Fortissimo will provide management advisory services to the
Company for an annual fee ranging from $50,000 to $120,000 per year, depending
on the profitability of the Company.
About Fortissimo Capital Funds
Fortissimo Capital is a private equity fund investing in public and private
technology companies that require capital to expand their business. Fortissimo
is a long-term investor and seeks to partner with management to facilitate
growth and maximize value. Fortissimo is backed by 15 financial institutions
including insurance companies, banks and pension funds. More information about
Fortissimo Capital is available at www.ffcapital.com.
About RadView
RadView™ Software Ltd. (OTCBB: RDVWF) is a leading provider of solutions for
verifying the performance, scalability and integrity of business-critical Web
applications. Deployed at over 1,600 customers worldwide from major industries
such as financial services, retail, manufacturing, education and technology,
RadView's award-winning products enable customers to reduce costs while
improving the quality of their Web applications throughout the development
lifecycle. Corporate offices were recently relocated to Rosh Haayin, Israel.
For more information visit www.radview.com or call 1-888-RadView.
Media Contacts
Beth Clark
RadView Software
781-238-1133
bclark at RadView.com
Statements concerning RadView's business outlook or future
performance; anticipated revenues, expenses or other financial items; product
introductions and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events,
conditions, performance or other matters, are "forward-looking statements" as
that term is defined under U.S. Federal securities laws. Forward-looking
statements are subject to various risks, uncertainties and other factors that
could cause actual results to differ materially from those stated in such
statements. These risks, uncertainties and factors include, but are not limited
to: our limited operating history and history of losses; need for additional
financing; market acceptance of our products; ability to develop new products
and enhance existing products; impact of significant competition; and other
factors detailed in RadView's filings with the Securities and Exchange
Commission. RadView assumes no obligation to update the information in this
release. RadView, WebLOAD, WebRM, WebLOAD Analyzer and WebFT are trademarks of
RadView Software Ltd. Other names may be trademarks of their respective owners.
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