SOURCE: Coupon Express, Inc.

August 08, 2012 13:20 ET

Coupon Express, Inc. Converts $646,000 of Existing Indebtedness Into Common Stock, Triggering Automatic Conversion of $2,760,500 of Senior Notes Into Series A Preferred Stock

NEW YORK, NY--(Marketwire - Aug 8, 2012) - Coupon Express, Inc. (PINKSHEETS: CPXP) (formerly PSI Corp.) today announced the conversion of $646,000 of the Company's 14% Convertible Subordinated Notes due June 23, 2011 into 7,177,777 shares of the Company's Common Stock, pursuant to agreements with the respective noteholders. As a result of this conversion, all of the Company's outstanding Cumulative Convertible Senior Notes, in the aggregate principal amount of $2,760,500, have converted automatically into shares of the Company's Series A Preferred Stock. The Senior Notes converted at a rate of one share of Series A Preferred Stock for each $25,000 of Senior Notes. The shares of Preferred Stock bear a cumulative dividend of 7% per annum. Upon liquidation, and upon an acquisition of the Company, the holders of Preferred Stock are entitled to a liquidation preference equal to the greater of (i) the amount invested plus all accrued and unpaid dividends, and (ii) the amount the holders of Preferred Stock would receive had they converted the Preferred Stock to Common Stock immediately prior to such event. Each share of Preferred Stock is convertible into 1,250,000 shares of the Company's Common Stock, subject to certain adjustments.

Eric L. Kash, CEO of Coupon Express Inc., stated, "This conversion of debt is another milestone in our execution and expansion of our business strategy. Coupon Express at one time had over $7,000,000 in debt, which has now been reduced to approximately $50,000 through the conversion of debt into equity. The Company recently deployed its 100th Kiosk and looks forward to continued growth throughout the remainder of 2012."

The securities referenced herein have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under a resale registration statement will only be by means of a prospectus.

About Coupon Express, Inc.

Coupon Express, Inc. provides innovative interactive customer communications systems and applications that support targeted marketing programs with unique point-of-purchase (POP) services and information that serve shoppers and distributors while building loyalty and revenue for the Company's primary clients. Through its proprietary multifunction kiosks and services, we provide in-store customized couponing, in multiple languages, for immediate impact in regional, independent retailers in the grocery and convenience store industries, enabling retailers to quickly determine ideal price-points for new products and mitigate losses from hard-to-sell items. Through a joint marketing agreement with Midax, Inc. a leading systems integrator for the independent grocery and convenience store industries, Coupon Express, Inc. provides a seamless transaction for issuing, redeeming and reporting coupons, as well as creating a state-of-the-art loyalty program and shopping list service.

Forward-Looking Statements Disclosure

This press release may contain "forward-looking statements" within the meaning of the federal securities laws. In this context, forward-looking statements may address the Company's expected future business and financial performance and often contain words such as "anticipates," "believes," "estimates," "expects," "hopes," "intends," "plans," "seeks," "will," and other terms with similar meaning, including but not limited to, statements regarding the possibility of commitments for Coupon Express from other national brands, creation of state-of-the-art loyalty programs and the possibility of increased revenue. These forward-looking statements by their nature address matters that are, to different degrees, uncertain. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can provide no assurances that these assumptions will prove to be correct. In connection with the "safe harbor" provisions of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, important factors that, among others, could cause or result in actual results and experience to differ materially from the Company's anticipated results, projections, or other expectations are disclosed in the Company's filings with the Securities and Exchange Commission. All forward-looking statements in this press release are expressly qualified by such cautionary statements, risks, and uncertainties, and by reference to the underlying assumptions.

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