EXHIBIT 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
1140 PEARL STREET, BOULDER, COLORADO 80302
NEWS RELEASE FOR MAY 23, 2006 AT 7:30 AM EDT
CONTACTS FOR INCENTRA SOLUTIONS:
Allen & Caron Inc. Incentra Solutions, Inc.
Jill Bertotti (investors) Paul McKnight
jill@allencaron.com Chief Financial Officer
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Len Hall (financial media) pmcknight@incentrasolutions.com
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len@allencaron.com (303) 449-8279
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(949) 474-4300
INCENTRA SOLUTIONS ANNOUNCES FINANCING
LED BY INSIDERS AND MANAGEMENT
INITIAL TRAUNCH OF CONVERTIBLE NOTE FINANCING CLOSES
BOULDER, CO, MAY 23, 2006 - Incentra Solutions, Inc. (OTCBB: ICNS), a provider
of complete IT and storage management solutions to enterprises, managed service
providers and broadcasters worldwide, today announced that is has closed on the
first $1 million of a short-term convertible note financing. This initial
traunch was led by one of Incentra's directors, members of senior management and
other insiders. The Company expects additional funds from the financing to be
invested by one or more institutional investors, and believes that any
additional traunches should close within 30 days.
Chairman and CEO Thomas P. Sweeney said that the proceeds of the financing will
provide additional working capital to be used to fund the Company's operations.
"Management is investing directly because we strongly believe in the future of
the Company," Sweeney said. "It is clear to us that the results of the last
several quarters have proven we are generating the synergies we expected from
our acquisition strategy, and we consider Incentra to be a solid investment. Our
revenues have more than doubled year over year, and the companies we have
acquired are now selling a range of higher-end storage solutions, which is
driving growth in professional services sales, and increased sales of recurring
services including First Call, Enhanced First Call, GridManage and
GridComplete."
The one-year, unsecured convertible notes carry an annual interest rate of 12
percent, with principal and interest being payable at maturity. The notes are
convertible into unregistered shares of the Company's common stock at $1.40 per
share, and Incentra can call for the conversion of the principal and interest
due under the notes at anytime, subject to a prepayment penalty. The Company can
also prepay the principal and interest due under the notes at any time, in cash
or shares of its common stock, subject to a prepayment penalty. Purchasers of
the notes also receive Warrants to purchase unregistered shares of the Company's
common stock for a period of 5 years, at an exercise price of $1.40 per share.
In connection with the $1 million of proceeds received, the Company issued
warrants to purchase a total of 227,368 shares of its common stock. Concurrently
with the funding, the Company granted the purchasers of the notes certain
registration rights commencing May 19, 2007.
MORE-MORE-MORE
INCENTRA SOLUTIONS ANNOUNCES FINANCING LED BY INSIDERS AND MANAGEMENT
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ABOUT INCENTRA SOLUTIONS, INC.
Incentra Solutions, Inc. (www.incentrasolutions.com, OTCBB:ICNS) is a provider
of complete IT & storage management solutions to enterprises, managed service
providers and broadcasters worldwide. Incentra's complete solution includes
professional services, hardware & software products with first call support, IT
outsourcing solutions and financing options. To the broadcast market, Incentra
delivers complete digital archive management and transcoding solutions built on
its IT and storage expertise and offerings.
INCENTRA SOLUTIONS FORWARD LOOKING STATEMENTS
CERTAIN INFORMATION DISCUSSED IN THIS PRESS RELEASE MAY CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. ALTHOUGH THE
COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE BASED UPON REASONABLE ASSUMPTIONS AT THE TIME MADE, IT CAN GIVE
NO ASSURANCE THAT ITS EXPECTATIONS WILL BE ACHIEVED. READERS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS ARE INHERENTLY SUBJECT TO UNPREDICTABLE AND UNANTICIPATED RISKS,
TRENDS AND UNCERTAINTIES SUCH AS THE COMPANY'S INABILITY TO ACCURATELY FORECAST
ITS OPERATING RESULTS; THE COMPANY'S POTENTIAL INABILITY TO ACHIEVE
PROFITABILITY OR GENERATE POSITIVE CASH FLOW; THE AVAILABILITY OF FINANCING; AND
OTHER RISKS ASSOCIATED WITH THE COMPANY'S BUSINESS. FOR FURTHER INFORMATION ON
FACTORS WHICH COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED HEREIN,
REFERENCE SHOULD BE MADE TO THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING ANNUAL REPORTS ON FORM 10-KSB, QUARTERLY REPORTS
ON FORM 10-QSB AND CURRENT REPORTS ON FORM 8-K. THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE OR SUPPLEMENT FORWARD-LOOKING STATEMENTS THAT BECOME UNTRUE
BECAUSE OF SUBSEQUENT EVENTS.