Z Trim Holdings, Inc. Announces Private Placeme...( MUNDELEIN Ill. Sept. 3 /- Z Trim ...),Health

MUNDELEIN, Ill., Sept. 3 /PRNewswire-FirstCall/ -- Z Trim Holdings, Inc. (Amex: ZTM) announced today that on September 2, 2008, the Company entered into private placement subscription agreements pursuant to which we sold 23.7 units consisting of convertible notes and warrants, for an aggregate offering price of $2,370,000. Each of the units (individually, a "Unit" and collectively, the "Units") consists of a $100,000 24-month senior secured promissory note (each a "Note" and collectively the "Notes") convertible at the rate of $0.26 per share into 384,615 shares of our common stock, $.00005 par value (the "Common Stock"), bearing interest at the rate of 8% per annum, which interest is payable quarterly in Common Stock at the rate of $0.26 per share. Investors of each Unit also received two five-year warrants, one to purchase 230,769 shares of Common Stock with an exercise price of $0.01 per share (the "$0.01 Warrants"), and the other to purchase 153,846 shares of Common Stock with an exercise price of $0.26 per share (the "$0.26 Warrants" and, together with the $0.01 Warrants, collectively the "Warrants"). We also entered into registration rights agreements in connection with the private placement pursuant to which we have agreed to file with the Securities and Exchange Commission a registration statement covering the resale of the Common Stock underlying the Notes and the Warrants.

We paid a placement agent a 13% cash commission in connection with the private placement. The placement agent also received expense reimbursement, and a five-year warrant to purchase 96,154 shares of Common Stock for each Unit sold, with an exercise price of $0.26 per share. In addition, the placement agent's warrants carry registration rights that are t
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