Crdentia Substantially Enhances Capital Structure With Elimination of Preferred Stock Outstanding and 10-for-1 Reverse Stock Sp
April 05 2006 - 3:13PM
PR Newswire (US)
Common Stock Will Trade Under Symbol CRDT.OB DALLAS, April 5
/PRNewswire-FirstCall/ -- Crdentia Corp. (OTC:CRDT) (BULLETIN
BOARD: CRDT) , a leading U.S. provider of healthcare staffing
services, today announced that an independent Special Committee of
the Board of Directors has evaluated and approved the exchange of
the Company's outstanding Series C Preferred Stock, along with the
exchange of Warrants to purchase Series C Preferred Stock and
Warrants to purchase Series B-1 Preferred Stock (together, the
"Warrants") for shares of the Company's Common Stock. All holders
of the Preferred Stock and Warrants have reviewed and accepted the
exchange offer. Pursuant to the exchange offer, holders of Series C
Preferred Stock will receive 500 shares of Common Stock for each
share of Series C Preferred Stock. In addition, holders of the
Warrants will receive 85 shares of Common Stock for each Warrant.
Simultaneously with the exchange offer, the Company has effected a
10-for-1 reverse split of the Company's Common Stock. The Company's
Common Stock will now trade under the symbol CRDT.OB effective
immediately. The Company's stockholders approved the reverse split
at the Annual Meeting of Stockholders held on November 8, 2005 and
the Company's Board of Directors approved the reverse Split on
March 1, 2006, subject to the timing and completion of the exchange
offer. Subsequent to the exchange offer and reverse split, there
are approximately 14.0 million shares of Common Stock outstanding
and there are no shares of Preferred Stock outstanding and no
Warrants to purchase Preferred Stock outstanding, eliminating
liquidation preferences and dividends associated with the Preferred
Stock and Warrants. Commenting on today's announcement, James D.
Durham, Chairman and CEO of Crdentia, said, "I believe the exchange
offer and reverse stock split are in the best long-term interests
of the Company and its stockholders for several important reasons.
First, the exchange offer eliminates substantial liquidation
preferences that previously accrued to holders of the Series C
Preferred Stock and provides immediate value to holders of Crdentia
Common Stock by virtue of this elimination. In addition, the
exchange offer simplifies the Company's capital structure, making
our Common Stock significantly more appealing to new investors and
potentially for use in any future acquisitions. And finally, both
the exchange offer and reverse split improve Crdentia's ability to
list its Common Stock on a national market exchange such as Nasdaq,
thus potentially providing better liquidity for the Company's
stockholders. We intend to promptly begin applying for such a
listing." The Company has agreed to register the shares of Common
Stock on a suitable form and substantially in compliance with the
existing Registration Rights Agreement covering the Series
Preferred C Stock and Series C Warrants within 60 days of
completion of the exchange offer. About Crdentia Corp. Crdentia
Corp. is one of the nation's leading providers of healthcare
staffing services. Crdentia seeks to capitalize on an opportunity
that currently exists in the healthcare industry by targeting the
critical nursing shortage issue. There are many small, private
companies that are addressing the rapidly expanding needs of the
healthcare industry. Unfortunately, due to their relatively small
capitalization, they are unable to maximize their potential, obtain
outside capital or expand. By consolidating well-run small private
companies into a larger public entity, Crdentia intends to
facilitate access to capital, the acquisition of technology, and
expanded distribution that, in turn, drive internal growth. For
more information, visit http://www.crdentia.com/. Forward-Looking
Statements Statements contained in this release that are not
historical facts are forward-looking statements that involve risks
and uncertainties. Among the important factors which could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" in the Company's Forms 10-KSB, Forms
10-QSB, and other filings with the Securities and Exchange
Commission. Such risk factors include, but are not limited to, a
limited operating history with no earnings; reliance on the
Company's management team, members of which have other business
interests; the ability to successfully implement the Company's
business plan; the ability to continue as a going concern; the
ability to fund the Company's business and acquisition strategy;
the growth of the temporary healthcare professional staffing
business; difficulty in managing operations of acquired businesses;
uncertainty in government regulation of the healthcare industry;
and the limited public market for the Company's common stock. The
actual results that the Company achieves may differ materially from
any forward-looking statements due to such risks and uncertainties.
We undertake no obligation to revise or update publicly any
forward-looking statements for any reason. AT THE COMPANY: AT
FINANCIAL RELATIONS BOARD: James D. Durham Lasse Glassen Chairman
and CEO 310-854-8313 972-850-0780 DATASOURCE: Crdentia Corp.
CONTACT: James D. Durham, Chairman and CEO of Crdentia Corp.,
+1-972-850-0780; or Lasse Glassen of Financial Relations Board,
+1-310-854-8313, , for Crdentia Corp. Web site:
http://www.crdentia.com/
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