Crumbs enters agreement to sell $10 million in notes

by Eric Schroeder
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NEW YORK — Crumbs Bake Shop, Inc., the largest cupcake specialty store chain in the United States, has executed a securities purchase agreement related to the sale of $10 million in aggregate principal amount of its senior unsecured convertible promissory notes to accredited investors. Crumbs intends to use the net proceeds of the transaction to fund its store growth and real estate strategies as well as for working capital.

Crumbs entered into the purchase agreement with Michael Serruya, co-founder and co-owner of Yogen Fruz, Markham, Ont., a chain of more than 1,300 frozen yogurt stores in Canada and 34 other countries.

The notes will be sold in one or more closings, subject to satisfaction of all conditions set forth in the purchase agreement, which include NASDAQ’s completion of its review of Crumbs’ listing application regarding the transaction. The first closing, which must involve no less than $2 million in aggregate principal amount of notes, will occur on the first business day after the satisfaction or waiver of all closing conditions, but in no event prior to May 10. Subsequent closings will occur no later than 30 days following the first closing, Crumbs said.

The holders of the notes would be entitled to convert them into shares of Crumbs’ common stock at any time at a conversion price of $1.55 per share.

The five-year notes carry an interest rate of 6.5%, with an option for Crumbs to pay interest in shares of common stock if, among other things, Crumbs then has an effective registration statement on file with the Securities and Exchange Commission covering the resale of the shares to be issued to the holders of the notes.
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