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SpaceDev Closes $2.5 Million Financing and Expands Credit Facility
[August 30, 2004]

SpaceDev Closes $2.5 Million Financing and Expands Credit Facility

POWAY, Calif. --(Business Wire)-- Aug. 30, 2004 -- SpaceDev (OTCBB:SPDV) has received $2.5 million in preferred stock financing and increased its revolving credit facility to $1.5 million through the Laurus Master Fund (Laurus), a New York-based institutional fund that specializes in providing financing to growing, small and micro-capitalization companies.

"The purpose of this financing is to take yet another step in strengthening our balance sheet and providing capital to finance the growth of the Company," said Richard B. Slansky, SpaceDev's chief financial officer. "As interest in our Company and technologies grow, we believe our plan to create a stronger balance sheet will help us obtain new and larger contracts under more favorable terms."

SpaceDev sold Laurus 250,000 shares of 6.85% convertible preferred stock priced at $10.00 a share, resulting in gross proceeds to the Company of $2.5 million. The preferred stock is convertible at a fixed price of $1.54 per share and dividends are payable in cash or through the issuance of the Company's common stock. The underlying common shares are initially restricted; however, SpaceDev has committed to file for registration of the shares with the SEC. Pursuant to this financing, Laurus was also issued a five-year warrant to purchase 487,000 shares of common stock at $1.77 per share. The Company has the unilateral right to re-purchase the preferred stock under certain circumstances.


"The proceeds from this financing will be used for the continued growth of our business and will cover our currently projected working capital needs," Mr. Slansky stated. "The combination of the financing and increase in our existing credit facility provides us with a solid financial foundation."

Eugene Grin, fund manager for Laurus and a supporter of SpaceDev, said, "We continue to believe in the management of SpaceDev and the future prospects of the Company. This financing along with our increased credit facility demonstrates our continued commitment to SpaceDev."

"The success of this financing allows SpaceDev the opportunity to aggressively scale up our design and development activities and pursue additional commercialization opportunities for our revolutionary microsatellites and safe, low cost rocket propulsion for manned and unmanned space flight," commented Jim Benson, SpaceDev's founding chairman and chief executive officer. "We are pleased with the continued strong support from Laurus and their recognition of SpaceDev's unique approach to space development and our future market potential."

About SpaceDev

SpaceDev (OTCBB:SPDV) creates and sells affordable and innovative space products and solutions to government and commercial enterprises. SpaceDev's innovations include the design, manufacture, marketing and operation of sophisticated micro- and nano- satellites, hybrid rocket-based orbital Maneuvering and orbital Transfer Vehicles (MoTVs) as well as sub-orbital and orbital hybrid rocket-based propulsion systems for safe human space flight. For more information, visit www.spacedev.com.

This news release may contain forward-looking statements concerning the Company's business and future prospects and other similar statements that do not concern matters of historical fact. Forward-looking statements relating to product development, business prospects and development of a commercial market for technological advances are based on the Company's current expectations. The Company's current expectations are subject to all of the uncertainties and risks customarily associated with developing business ventures including, but not limited to, risks associated with new product development and availability of raw resources and suppliers, risks to marketed products and availability of financing and other sources of income, as well as risks discussed in the Company's periodic reports filed with the U.S. Securities & Exchange Commission. The Company's actual results may differ materially from current expectations. Readers are cautioned not to put undue reliance on forward-looking statements contained in this release and to read it in conjunction with the Company's annual report on Form 10-KSB, including the consolidated financial statements filed therewith. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or for any other reason.

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