This press release contains certain statements that may include "forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on the SEC's website ( http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Apps Genius Corp. ("Apps Genius" or the "Company"), (OTCBB: APGS), today announced that it has entered into agreements with certain institutional investors for a registered direct placement of approximately $1 million of common stock at a price of $0.175 per share. In addition, the Company will issue to the investors warrants to purchase up to 5,714,286 shares of common stock. The warrants have an exercise price of $0.25 per share and are exercisable for five years from the closing date. The offering is expected to close on or about February 14, 2012, subject to satisfaction of customary closing conditions. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the transaction. The securities described above are being offered pursuant to a registration statement (File No. 333-175673), which was declared effective by the United States Securities and Exchange Commission ("SEC") on February 9, 2012. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. When filed with the SEC, copies of the prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov or by request at Rodman & Renshaw LLC, 1251 Avenue of the Americas, 20 th Floor, New York, NY 10020, or by calling 212-356-0549 or e-mailing firstname.lastname@example.org. About Apps Genius Corp Apps Genius Corp ( www.appsgenius.com) develops markets, publishes and distributes social games and software applications that consumers can use on a variety of platforms. The platforms include social networks, wireless devices such as cellular phones and smartphones including the Apple iPhone™ and standalone websites. Our Entertainment Division focuses on leveraging the fan base of existing social media and entertainment brands to market apps and games developed. To date, we have released several applications including 'Bed Bug Alert,' an informational tool for the Apple iPhone™, 'My Mad Millions,' a game application for Facebook™, 'Slap a Friend,' a game application for the Apple iPhone™, 'Bruisers,' a game application for Facebook™, and 'Crazy Dream' Application for Facebook™. Apps Genius Corp's goal is to develop and publish new titles on a recurring basis that are based on the same property and gaming platform. Examples of this franchise approach are 'My Mad Millions' and 'Rock The House,' currently under development, which both utilize the same underlying platform. A core focus of our Social Gaming and Mobile Application development is to allow users and players to reach across different networks into a virtual application or gaming environment such as Facebook, MySpace, iPhone and Android and be able to play games and use applications from all users no matter what environment they are using the application in. Safe Harbor Statement