SEC Filing Summary: AspenBio, Inc. (Form 8-K)
Business Context and Reporting Period
Company: AspenBio, Inc. (Note: Request metadata referenced "Riot Platforms, Inc.", but the filing text identifies the registrant as AspenBio, Inc.)
Date: May 6, 2005
Reporting Period: Current report for events occurring on May 6, 2005.
Business Context: The company is a Colorado-based registrant engaged in raising capital for working capital, new product development, and general corporate purposes.
Key Financial Metrics
This filing reports a specific capital raising event rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow from operations). The filing text does not provide a clear value for revenue, profit, operating margins, or existing debt levels.
- Funds Raised: $3,072,642
- Securities Issued: 3,511,951 common shares and 3,511,591 warrants.
- Warrant Terms: Exercisable for five years at $1.35 per share.
- Issuance Ratio: For every $1,000,000 invested, the purchaser received 1,142,857 shares and an equal number of warrants.
- Transaction Costs: A commission of not more than 5.5% may be paid (amount still being negotiated).
Material Changes
The primary material change is the increase in equity capital and the expansion of the company's share count due to the private placement. The filing does not provide comparative data against a prior period to quantify percentage changes in financial position.
Guidance, Outlook, and Risks
Use of Proceeds: Funds are designated for working capital, new product development, and general corporate purposes.
Investor Base: The offering was made exclusively to accredited investors, including a significant investor from the 2004 funding round.
Risks and Contingencies:
- Unregistered Securities: The shares, warrants, and underlying common stock are not registered under the Securities Act of 1933.
- Resale Restrictions: These securities may not be offered or sold in the United States absent registration or an applicable exemption.
- Legal Basis: The offering relied on Section 4(2) of the Securities Act and Rule 506.
Key Facts for Investor Verification
- Verify the final negotiated commission amount, as the filing states it is still being negotiated (capped at 5.5%).
- Confirm the exact number of warrants issued (3,511,591) versus shares (3,511,951) to understand the slight discrepancy in the issuance ratio.
- Review the press release (Exhibit 99.1) for additional details on the "significant investor" mentioned from the 2004 funding.
- Check subsequent filings for the impact of this dilution on earnings per share and the company's cash runway.