AVCtechnologies Announces $5 Million Equity Financing With Institutional Investor
02 November 2021 - 11:45PM
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”)
(Nasdaq: AVCT) (the “Company”) announced today that it has signed a
definitive agreement for a registered direct offering with an
institutional investor of 2,500,000 shares of its common stock at a
purchase price of $2.00 per share and a Series B Warrant to
purchase an additional 2,500,000 shares, for total gross proceeds
of $5.0 million, before payment of commissions and expenses.
AVCtechnologies would receive an additional $5.0 million in gross
proceeds if the Series B Warrant is exercised in full. The Series B
Warrant has an exercise price of $2.00 per share, is exercisable on
the date of issuance and expires two years from the date of
issuance. Commencing ten trading days after the issuance of
the Series B Warrant, the Company may force the investor to
exercise its Series B Warrant in the event shares of the Company's
common stock trade at or above $2.40/share for a period of 5
consecutive trading days, subject to certain conditions, including
equity conditions.
In a concurrent private placement, for each share of common
stock purchased by the institutional investor in the registered
direct offering or pursuant to the Series B Warrant, the
institutional investor will receive from the Company an
unregistered Series A Warrant to purchase one share of common
stock. Initially, the Series A Warrant will be exercisable for
2,500,000 shares of common stock, but upon any exercise of the
Series B Warrant, the number of shares issuable upon exercise of
the Series A Warrant will be increased by the number of shares of
the Company’s common stock issued upon exercise of the Series B
Warrant.
The Series A Warrants have an exercise price of $2.00 per share,
are exercisable on the date of issuance, and expire five years from
the date of issuance.
The Company plans to use the net proceeds of approximately $4.5
million from this offering for reduction of debt and working
capital.
Northland Capital Markets served as sole placement agent in the
transaction.
This offering is being made pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-258136) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”).
A prospectus supplement describing the terms of the proposed
offering will be filed with the SEC and will be available on the
SEC’s website located at http://www.sec.gov. Electronic copies
of the prospectus supplement may be obtained, when available, from
Northland Capital Markets, Attention: Heidi Fletcher, 150
South Fifth Street, Suite 3300, Minneapolis, MN 55402, or by
calling (612) 851-4918, or by
emailing hfletcher@northlandcapitalmarkets.com. Before
investing in this offering, interested parties should read in their
entirety the prospectus supplement and the accompanying prospectus
and the other documents that the company has filed with the SEC
that are incorporated by reference in such prospectus supplement
and the accompanying prospectus, which provide more information
about the company and such offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About American Virtual Cloud Technologies,
Inc.American Virtual Cloud Technologies, Inc.
(“AVCtechnologies”; Nasdaq: AVCT) is a premier global IT solutions
provider offering a comprehensive bundle of services including
unified cloud communications, managed services, cybersecurity, and
enhanced connectivity. Our mission is to provide global technology
solutions with a superior customer experience. In 2020, American
Virtual Cloud Technologies, Inc., acquired Computex Technology
Group and Kandy Communications. For more information,
visit https://www.avctechnologies.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the
anticipated closing of the securities described above and the use
of proceeds thereof. The Company’s actual results or outcomes and
the timing of certain events may differ significantly from those
discussed in any forward-looking statements, including as a result
of the failure of the Company to satisfy any conditions to closing.
These statements are based on various assumptions and on the
current expectations of the Company’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Company. These
forward-looking statements are subject to a number of risks and
uncertainties, including changes in the Company’s clients’
preferences, prospects and the competitive conditions prevailing in
the industries in which the Company operates; the Company’s
substantial indebtedness; risks associated with the potential
effects of COVID-19 on the Company’s business; risks that the
recently-acquired Kandy Communications business will not be
integrated successfully; ability to retain key personnel; the
potential impact of consummation of the Kandy Communications
acquisition on relationships with third parties, including
customers, employees and competitors; conditions in the capital
markets; and those factors discussed in the Company’s amended
annual report on Form 10-K filed with the SEC on May 14,
2021 under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect the Company’s expectations,
plans or forecasts of future events and views as of the date of
this report. The Company anticipates that subsequent events and
developments will cause its assessments to change. However, while
the Company may elect to update these forward-looking statements at
some point in the future, the Company specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing the Company’s assessments as of any
date subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
ContactThomas H. Kinginfo@avctechnologies.com+1
(404) 239-2863
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