Crumbs: Enters Into Securities Purchase Agreement

New York / NY. (cbs) Crumbs Bake Shop Inc., the largest specialty cupcake retailer in the U.S., announced that it has executed a Securities Purchase Agreement, dated April 29, 2013, related to a sale of 10,0 million USD in aggregate principal amount of its senior unsecured convertible promissory notes to accredited investors. Crumbs entered into the Purchase Agreement with Michael Serruya to facilitate executing its operational initiatives and to fund future growth. Pursuant to the Agreement, Crumbs agreed to sell ten million USD in aggregate principal amount of its Notes to Serruya or his permitted assignees. The Notes will be sold in one or more closings, subject to satisfaction of all conditions set forth in the Purchase Agreement, which include Nasdaq´s completion of its review of Crumbs´ listing application regarding the transaction. The first Closing, which must involve no less than 2,0 million USD in aggregate principal amount of Notes, will occur on the first business day after the satisfaction or waiver of all closing conditions, but in no event prior to May 10, 2013. Subsequent Closings will occur no later than 30 days following the First Closing. Subject to ownership limitations set forth in the Purchase Agreement, the holders of the Notes may convert them into shares of Crumbs´ common stock at any time at a conversion price of 1,55 USD per share. The Notes will have a maturity date that is five years from the date of issuance. Interest will accrue on the unpaid principal balance of the Notes at the rate of 6,5 percent per annum, and Crumbs will have the right to pay interest in shares of common stock if, among other things, Crumbs then has an effective registration statement on file with the SEC covering the resale of the shares to be issued to the holders of the Notes. Crumbs intends to use the net proceeds of the transaction to fund its store growth and real estate strategies and for working capital.

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