ATLANTA, November 02, 2021 (GLOBE NEWSWIRE) – American Virtual Cloud Technologies, Inc. (âAVCtechnologiesâ) (Nasdaq: AVCT) (the âCompanyâ) today announced that it has signed a definitive agreement for a registered direct offering 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 total gross proceeds of $ 5.0 million , before the payment of commissions and fees. 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 âSECâ). 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 emailing hfletcher @ northlandcapitalmarkets.com. 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.
About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (âAVCtechnologiesâ; Nasdaq: AVCT) is a leading global provider of IT solutions offering a comprehensive set 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.
Caution Regarding Forward-Looking Statements
This press release contains certain statements which are not historical facts but are forward-looking statements for the purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” may “,” will “,” estimate “,” continue “,” anticipate “,” intend “,” expect “,” should “,” should “,” plan ” “,” Predict “,” seem “,” seek “,” future “,” prospect “and similar expressions which predict or indicate future events or trends or which are not statements of historical subjects. These forward-looking statements include, without limitation, statements regarding the early closing of the securities described above and the use of proceeds therefrom. The actual results or results of the Company and the timing of certain events may differ materially from those discussed in forward-looking statements, including due to the Company’s failure to meet closing conditions. These statements are based on various assumptions and the current expectations of the management of the Company and are not predictions of actual performance. These forward-looking statements are provided for informational purposes only and are not intended to be used as and should not be taken by any investor as a guarantee, assurance, prediction or 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 preferences, prospects and competitive conditions of the Company’s customers prevailing in the industries in which the Company operates; the Company’s significant indebtedness; the risks associated with the potential effects of COVID-19 on the Company’s business; the risks that the recently acquired Kandy Communications business will not be successfully integrated; ability to retain key personnel; the potential impact of the completion of the Kandy Communications acquisition on relationships with third parties, including customers, employees and competitors; conditions in the capital markets; and the factors discussed in the Company’s Amended Annual Report on Form 10-K filed with the SEC on May 14, 2021 under the heading âRisk Factorsâ and in other Company documents filed or to be filed with the DRY. If the risks materialize or if the assumptions prove to be incorrect, actual results could differ materially from the results suggested by these forward-looking statements. There may be additional risks that the Company is not currently aware of or that the Company currently considers to be insignificant, which could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts regarding future events and views as of the date of this report. The Company expects that subsequent events and developments will cause its valuations to change. However, although the Company may choose 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 taken as representing the valuations of the Company as of a date subsequent to the date of this document. Therefore, one should not place undue reliance on forward-looking statements.
Thomas H. King
+1 (404) 239-2863