The private placement of Securities was completed on August 28, 2003
through the sale of approximately 9.3 million shares of the Company’s
common stock and 586,000 shares of the Company’s newly created Series A
Convertible Preferred Stock (the “Preferred Stock”) to private investors
led by the Schwartz Group of Los Angeles. The investors also received
warrants to purchase up to an additional 23.3 million shares of common
stock and up to an additional 1.5 million shares of Preferred Stock.
The common stock and the Preferred Stock have not been registered under
the Securities Act of 1933, as amended (the “Act”), or state securities
laws, and may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission under the
Act, or an applicable exemption therefrom. The Company has granted certain
registration rights covering all of the common stock and Preferred Stock
sold in the offering to the investors. Net proceeds from the offering will
be used primarily for working capital purposes and to expand the Company’s
sales and marketing efforts of its CardioVascular Profiling Systems.
Concurrent with the closing of this offering, the Company has elected Mark
Schwartz Chairman of the Board of Directors (the “Board”) and Chief
Executive Officer. Alan Stern and Larry Leitner have been appointed as
additional members to the Board. Dr. Jay Cohn, Kenneth Brimmer, and Greg
Guettler will continue to serve on the Board. Dr. Steven Gerber will join
the Board following the Company’s compliance with the requirements of
Section 14(f) of the Securities Exchange Act of 1934, as amended.
Simultaneously with the closing of the offering,
the Company closed a transaction with its 8% Convertible Noteholders
pursuant to which they have tendered their notes to the Company along with
accrued interest thereon totaling $529,980 for 3,238,767 shares of the
Company’s common stock.
Hypertension Diagnostics, Inc. designs, develops, manufactures and markets
proprietary cardiovascular profiling systems for medical applications and
clinical research. These systems are marketed to physicians, other health
care professionals and researchers by a direct sales force throughout the
world. In addition to providing blood pressure values, the systems
non-invasively detect subtle changes in the compliance or elasticity of
both large and small arteries, which is a unique feature of HDI’s
technology.
Forward-looking statements in this press release are made under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
The Company wishes to caution readers not to place undue reliance on any
forward-looking statements and to recognize that the statements are not a
prediction of actual future results. Actual results could differ
materially from those presented and anticipated in the forward-looking
statements due to the risks and uncertainties set forth in the Company’s
2002 Annual Report on Form 10-KSB, as amended, and subsequent Quarterly
Reports on Form 10-QSB, all of which were filed with the U.S. Securities
and Exchange Commission, as well as others not now anticipated.
CVProfilor is a registered trademark of Hypertension Diagnostics, Inc.
Hypertension Diagnostics, HDI/PulseWave, PulseWave and CVProfile are
trademarks of Hypertension Diagnostics, Inc. All
rights reserved.
Website: www.HDII.com
Contact: Mark Schwartz, CEO
651-687-9999