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Insignia Raises Over $2.3 Million in Working Capital FREMONT, Calif. --(Business Wire)-- Oct. 18, 2004 -- Insignia Solutions(R) (Nasdaq:INSG), today announced that it has closed two equity financing transactions totaling approximately $2.3 million, net of transaction costs.The Company entered into definitive agreements with certain institutional and other accredited investors with respect to the private placement of 3,083,499 newly issued American Depository Shares (ADSs), and warrants to purchase 770,877 ADSs, for a total purchase price of approximately $1.480 million. The shares were priced at $0.48 per share, and the warrants have an exercise price of $1.06 per share. The warrants do not become exercisable until six months after the closing of the private placement. After payment of a placement agent fee and issuance costs, the net proceeds will be approximately $1.355 million. Investors in this equity financing included many of the investors who participated in the Company's previous private placement transaction which was completed on January 5, 2004. Nash Fitzwilliams Ltd. served as the private placement agent for this transaction, and the Company issued warrants to the two principals of Nash Fitzwilliams to purchase an aggregate of 171,680 ADSs. These warrants have the same exercise price and terms as the warrants issued to the investors. Additionally, the Company concurrently sold to Fusion Capital 2,500,000 shares of newly issued ADSs at a purchase price of $0.40 per share, resulting in proceeds of approximately $1.0 million, net of issuance costs. The Company intends to use the proceeds (net of costs) from both the private placement and Fusion transactions for working capital to continue commercialization of its Secure System Provisioning(TM) v2 (SSP v2), a complete management solution for the mobile device market. Insignia's proprietary service-oriented architecture provides an open and interoperable platform for mobile operators. SSP v2 enables operators to remotely configure mobile data services as well as send firmware updates over-the-air (OTA) based on a variety of mobile management services, all using a single, open standards system that works with any Open Mobile Alliance Device Management (OMA-DM) compatible phone. "Our investors have exercised a vote of confidence in Insignia's technology and business through this capital commitment," said Mark McMillan, Insignia's CEO. "The continued endorsement from our shareholders provides Insignia solid support as we enter into the adoption phase for our SSP v2 solution, our new standards-based infrastructure software product for mobile operators. Interest in our industry-leading technology continues to increase with customer trials such as the one recently announced under which New World Mobility, a prominent Hong Kong mobile operator, agreed to test and deploy SSP v2 for their subscribers. "With a strengthened balance sheet and continued conservatism in our cost structure, we remain focused on leveraging opportunities to achieve full commercialization for the SSP v2 and growing the market for Insignia's mobile device management software," Mr. McMillan concluded. The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. As part of the private placement transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 30 days after closing for the purpose of registering the resale of the shares, and the shares underlying the warrants, issued in the private placement. Fusion Capital will be able to resell the shares it purchased pursuant to the Company's currently effective S-1 registration statement. About Insignia Solutions Insignia provides an essential ingredient to mobile operators and terminal manufacturers by enabling customers to manage a growing complex and diverse community of mobile devices. Insignia's products and services radically reduce customer care and recall costs, maintain device integrity, and enable a wide range of new mobile services. Founded in 1986, Insignia has a long history of innovation, stewardship of major industry standards, and the trust of dozens of manufacturers around the world. Insignia Solutions is traded on NASDAQ under the symbol INSG. The company is headquartered in Fremont, California with R&D and European operations based in the United Kingdom. For additional information about Insignia or its products please visit http://www.insignia.com. Insignia, Insignia Solutions, and the Insignia Solutions logo are registered trademarks and Secure System Provisioning, Open Management Client, Dynamic Capabilities and Over-The-Air Repair are trademarks of Insignia Solutions, Inc. All other trademarks are the property of their respective holders. Forward-Looking Statements The statements in this press release relating to matters that are not historical are forward-looking statements that involve risks and uncertainties. This release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. Such factors include, but are not limited to, Insignia's need for additional capital to sustain operations, Insignia's reliance on the successful introduction of its Secure System Provisioning ("SSP") product line, Insignia's need to generate significantly greater revenue to achieve profitability and Insignia's liquidity and capital needs. Further details on these and other risks are set forth in Insignia Solutions' filings with the Securities and Exchange Commission, including its most recent filings on Forms 10-K and 10-Q. These filings are available on a website maintained by the Securities and Exchange Commission at (http://www.sec.gov). Insignia Solutions does not undertake an obligation to update forward-looking or other statements in this release. |
