Rocket Fuel Registration Statement Including At-the-Market Equity Offering
August 02 2016 - 3:10PM
Rocket Fuel Inc. (NASDAQ:FUEL), a leading programmatic marketing
platform provider, today confirmed its filing of a shelf
registration statement on Form S-3 with the U.S. Securities and
Exchange Commission (“SEC”) on May 10, 2016. The shelf registration
statement is not yet effective. The shelf registration statement is
intended to provide the Company the flexibility to offer and sell
from time to time up to $50 million of equity, debt or other types
of securities described in the registration statement, or any
combination of such securities. The Company is not obligated
to offer any shares under the shelf registration statement. Rocket
Fuel also concurrently entered into a Controlled Equity OfferingSM
sales agreement (the “Sales Agreement”) with Cantor Fitzgerald
& Co. (“Cantor”) under which Rocket Fuel may offer and sell
shares, from time to time, and limited by its trading windows, of
its common stock having an aggregate value of up to $30 million of
the $50 million to be registered under the registration statement.
Rocket Fuel is not obligated to complete any transactions under the
Sales Agreement. The Company has not determined whether to offer
any shares in its third quarter ending September 30, 2016, but if
it proceeds, would not offer common stock having an aggregate value
of more than $5 million to be registered under the registration
statement.
Under the Sales Agreement, sales of common
stock, if any, through Cantor, will be made at market prices by any
method that is deemed to be an “at the market offering” as defined
in Rule 415 under the Securities Act of 1933, as amended.
The common stock to be issued pursuant to the
at-the-market offering program will be issued under the shelf
registration statement. Any offer, solicitation or sale will
be made only by means of the prospectus included in the shelf
registration statement. Current and potential investors should read
the prospectus in the shelf registration statement relating to the
at-the-market offering and other documents the company has filed
with the SEC for more complete information about Rocket Fuel and
the at-the-market offering program.
A copy of the prospectus relating to these
securities may be obtained by contacting Investor Relations at the
phone number or email address below, or, when available, may be
obtained from Cantor Fitzgerald & Co., Attention: Equity
Capital Markets, 110 East 59th Street, New York, New York, 10022,
telephone: 212-829-7122.
A registration statement relating to
these securities has been filed with the SEC, but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor may there be any
sale of Rocket Fuel’s common stock in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities law of any
state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act, which are subject to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Statements regarding our expected at-the-market offering
program, including our anticipated use of proceeds from such
program, are forward-looking statements that involve a number of
uncertainties and risks. Actual results may differ materially from
the results anticipated by these statements due to a variety of
factors, including our ability to satisfy the closing conditions in
the Sales Agreement prior to the sale of any shares of our common
stock, unanticipated costs and expenses related to the offering,
changes in our financial condition or business strategy that impact
our use of proceeds from the offering, and other factors described
in reports and documents we file from time to time with the
Securities and Exchange Commission, including the factors described
under the section titled “Risk Factors” in our Annual Report on
Form 10-Q for the three months ended March 31, 2016. Undue reliance
should not be placed on the forward-looking statements in this
press release, which are based on information available to us on
the date hereof. Except to the extent required by applicable law,
we disclaim any obligation to update information contained in these
forward-looking statements whether as a result of new information,
future events, or otherwise.
Rocket Fuel Inc.
Investor Relations
(650) 517-2045
ir@rocketfuel.com
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