American Virtual Cloud Technologies (AVCT) announces private placement of 2.5 million shares at $ 2 / sh
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American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) today announced that it has signed a definitive agreement for a registered direct offer with an institutional investor of 2,500,000 common shares at a purchase price of $ 2.00 per share and a Series B warrant to purchase an additional 2,500,000 shares for aggregate gross proceeds of $ 5.0 million, before payment of commissions and expenses. AVCtechnologies would receive additional gross proceeds of $ 5.0 million if the Series B warrant were exercised in full. The Series B warrant has an exercise price of $ 2.00 per share, is exercisable on the issue date and expires two years from the issue date. As of ten trading days after the issuance of the Series B warrant, the Company may force the investor to exercise his Series B warrant in the event that the common shares of the Company trade at a level equal to or greater than $ 2.40 / share for a period of 5 consecutive trading days, under certain conditions, including equity conditions.
In a Concurrent Private Placement, for each Common Share purchased by the Institutional Investor under the Registered Direct Offer or pursuant to the Series B Warrant, the Institutional Investor will receive from the Company one Series A Warrant not registered to buy a common share. . Initially, the Series A warrant may be exercised for 2,500,000 common shares, but upon any exercise of the Series B warrant, the number of shares that may be issued upon exercise of the Series A will be increased by the number of shares of the Series A warrant of the Company. shares 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 issue date and expire five years from the issue date.
The Company expects to use the net proceeds of approximately $ 4.5 million from this offering to reduce debt and working capital.
Northland Capital Markets was the sole placement agent in the transaction.
This offering is being made pursuant to a current registration statement on Form S-3 (File No. 333-258136) previously filed with the United States Securities and Exchange Commission (the “SEC”). A prospectus supplement outlining the terms of the proposed offer will be filed with the SEC and will be available on the SEC’s website 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 sending an email [email protected]. Before investing in this offering, interested parties should read the entire Prospectus Supplement and accompanying Prospectus and other documents the Company has filed with the SEC which are incorporated by reference in this Prospectus Supplement. and the accompanying prospectus, which provide more information about the company and this offer.
This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of any such state or jurisdiction.