Image Metrics (PINK:IMGX)

Share structure post reverse merger

The financing consisted of 8.0 million Units priced at $1.00 each which are comprised of one share of Series A Convertible Preferred Stock and one detachable Warrant to purchase one-half share of Image Metrics Common Stock at $1.50 per share. The financing included a combination of new capital and the conversion of existing debt, and Image Metrics has the right, over the next 30 days, to sell up to an additional 4.8 million Units pursuant to the same terms.

ProForma for today’s transaction, Image Metrics has approximately 27.0 million shares of common stock outstanding (including shares underlying the Series A Preferred) and 35.5 million diluted shares outstanding as indicated in the table below. Proceeds from the funding will be used to accelerate the Company’s sales and marketing and product development efforts, as well as for working capital and general corporate purposes, including possible acquisitions.