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netGuru, Inc. Secures $1 Million Financing; Sees Opportunities for Business, Revenue Growth


YORBA LINDA, CA -- Dec. 29, 2004 -- netGuru, Inc. (Nasdaq:NGRU) secured $1.0 million in debt financing from New York-based private equity fund Laurus Master Fund, Ltd.

The financing is secured by a three-year convertible note. The interest rate on the convertible note is the greater of prime rate plus 1% or 5%. The note provides for monthly principal payments of $30,000 plus accrued interest commencing July 2005 and may be repaid at netGuru’s option in stock or cash, subject to certain criteria. Repayment may be made by issuing new shares of netGuru common stock, at a fixed conversion price of $1.29 per share, if the shares are registered with the Securities and Exchange Commission (SEC) for public resale, and the then-current market price is 110% or more above the fixed conversion price.

netGuru also issued to Laurus a five-year warrant to purchase 130,000 shares of netGuru common stock at an exercise price of $1.56 per share.

The note is secured by a general security interest in the assets of netGuru and its subsidiaries. The note and warrant contain anti-dilution provisions. The note, the warrants, and related agreements will be described in, and attached to, a current report on Form 8-K.

netGuru Chairman and Chief Executive Amrit Das, commented: "The funds from this financing are expected to provide sufficient financial reserves to take advantage of a number of revenue opportunities. We are seeing significant opportunities for growth in all major business lines. Work under our steel detailing contract is ongoing. We are beginning integration work with a growing number of partners, including Oracle on the collaborative side and Descon and LARSA on the engineering side, and are pursuing several potential new enterprise-level deals for engineering and collaborative software. We are also developing corporate sales as a potential source of new software revenues, and we are continuing to add new clients in IT Services.

“In addition, high-end earthquake analysis has been a standard capability of STAAD.Pro and has been a particular focus for us over the past year, as evidenced by our recent agreement to integrate a seismic steel connections feature,” Das continued. “In light of the devastating events this last weekend in southern Asia, there is a likelihood of new emphasis on seismic integrity of structures worldwide and therefore increasing attention on providers of effective solutions.”

About netGuru, Inc.

netGuru is an engineering information technology and services company offering engineering and design collaborative software solutions and professional and technical IT services and support to businesses worldwide. netGuru serves its global markets and clients through offices located in the United States, Europe, Asia, and the Middle East, and through distributors in 40 countries. The Company licenses its engineering software and solutions to more than 20,000 businesses in 85 countries. For more information please visit

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

With the exception of historical or factual information, the matters discussed in this press release, including terms of the financing, business opportunities, business strategies, worldwide demand for seismic solutions, economic benefits, and other business and financial expectations are forward looking statements that involve risks and uncertainties. Actual future results may differ. Factors that could cause or contribute to such differences in results include, but are not limited to, little or no changes to building and seismic codes worldwide, market acceptance of updated products and use of the Company’s products, market conditions in the U.S. and worldwide, engineering needs of the Company’s existing and potential customers, the Company’s ability to increase revenue and control costs and expenses, and technological change, economic conditions, changes in governmental regulations and policies, competitive products and services, unforeseen technical issues, and other factors discussed in the “Risk Factors” Section of the Company’s Form 10-KSB for the fiscal year ended March 31, 2004, as filed with the U.S. Securities and Exchange Commission.


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