X-Factor Communications Holdings, Inc. (OTCBB:XFCH) announced a private placement of up to 6,666,667 common shares at $0.75 per share for gross proceeds of $5,000,000 on March 5, 2012. The transaction includes an overallotment option. The completion of the transaction is contingent upon the completion of the merger transaction. The company will raise a minimum of $1,500,000 in the transaction.

On May 15, 2012, the company issued 1,648,333 shares for proceeds of $1,236,250. The transaction included participation from 11 accredited investors including participation from non-United States investors. The securities were issued pursuant to exemption provided under Regulation D. The company paid the placement agent, Wynston Hill Capital, LLC a cash sales commission of $123,625, issued an aggregate of 247,970 shares, and warrants to purchase common stock equal to 10% of the number of shares sold with three-year cashless exercise right and common stock corresponding to specified percentage ownership of up to 9.9% of the company's equity.

In August 2012, X-Factor Communications Holdings, Inc. closed the transaction. The company issued a total of 2,883,333 shares for aggregate gross proceeds of $2,162,500 in the transaction.