X-Factor Communications Holdings, Inc. (OTCBB:XFCH) announced a private placement of 892,858 shares at $0.56 per share for gross proceeds of $500,000 on June 12, 2013. The transaction includes an overallotment option to issue a total of 1,339,286 shares for $750,000. The company will issue A warrant entitling the holder to purchase shares of common stock equal to 100% of the number of shares subscribed in the transaction for a period of three years from issuance at $1.10 per share. The company will issue B warrant entitling the holder to purchase shares of common stock equal to 100% of the number of shares subscribed in the transaction for a period of five years from issuance at $2.20 per share. The warrants are callable by the company when the volume weighted average price of the company's stock as reported by Bloomberg LP exceeds 150% of the applicable warrant exercise price for 10 consecutive trading days. The company will not pay any commissions in respect to the transaction. The company has a total of 18,155,471 shares of common stock outstanding, including 940,537 shares of common stock that the company is committed to issue. The securities will be issued pursuant to Regulation D.

On June 24, 2013, the company announced that it has received $225,000 in first tranche. The company issued 401,787 shares to two accredited investors. The investors received 401,787 A warrants and 401,787 B warrants.


On July 8, 2013, X-Factor Communications Holdings, Inc. closed the transaction. The company announced that it has received $375,000 in its second tranche. The company issued 669,644 shares to three accredited investors. The company will issue common stock and option, warrant or other right to acquire another security pursuant to exemption provided under Regulation D. The transaction included participation from 5 investors including Hillcrest Financial, LLC which invested $125,000 for 223,215 shares, 223,215 A warrants, and 223,215 B warrants. The investors received three year, 669,644 A warrants at an exercise price of $1.10 per share and five year, 669,644 B warrants at an exercise price of $2.20 per share. Wynston Hill Capital LLC acted as placement agent to the company and received cash commission of $25,000. The placement agent will receive cash commission equal to 10% of the gross proceeds raised and warrants to purchase 10% of the total number of shares of common stock sold in the transaction, each solely with respect to investors introduced by the placement agent.