Oct. 7, 2011
/PRNewswire/ -- Valley Forge Composite Technologies, Inc. ('Valley Forge', OTCBB: VLYF), developer of cargo/baggage detection equipment and instruments, announced today that it has entered into a purchase agreement with Lincoln Park Capital Fund, LLC ("LPC"), a
-based institutional investor, whereby LPC has purchased
of our common stock and committed to invest, at the Company's sole option, up to an additional
of equity capital.
Upon signing the agreement, LPC invested
in Valley Forge as an initial purchase under the agreement. In addition, during the approximately 30-month term of the purchase agreement the Company, at its discretion, has the right to sell to LPC up to an additional
of its common stock, subject to certain conditions, which include the effectiveness of a registration statement with the U.S. Securities and Exchange Commission covering the sale of the shares that may be issued to LPC. The Company controls the timing and amount of any future investment and LPC is obligated to make purchases, if and when the Company decides in accordance with the purchase agreement
There are no upper limits to the price LPC may pay to purchase Valley Forge common stock and the purchase price of the shares related to any future investments will be based on the prevailing market prices of the Company's shares immediately preceding the notice of sale to LPC without any fixed discount. There are no penalties or liquidated damages in the purchase agreement. The agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty. The proceeds from this investment will be used for general working capital purposes or such other purposes as the Company may determine from time to time.