VivoPower International PLC Announces Pricing of $5.5 Million Registered Direct Offering
July 29 2022 - 7:37AM
VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the
“Company”) today announced that it has entered into a definitive
agreement with a single U.S. institutional investor for the
purchase and sale of 4,230,770 ordinary shares of the Company (or
ordinary share equivalents in lieu thereof) at an offering price of
$1.30 per share, for gross proceeds of approximately $5.5 million
before deducting fees and other estimated offering expenses,
pursuant to a registered direct offering. The Company has also
agreed to issue to the investor, in a concurrent private placement,
unregistered warrants to purchase up to 4,230,770 of the Company’s
ordinary shares. The warrants will have an exercise price of $1.30
per ordinary share, will be exercisable on the six-month
anniversary of the issuance date and will expire five years from
initial exercise date.
The closing of the offering is expected to occur
on or about August 2, 2022, subject to the satisfaction of
customary closing conditions. The Company intends to use the net
proceeds from the offering to hire additional engineering talent,
progress the scale up of assembly and production capabilities in
key markets globally and for general corporate purposes.
A.G.P./Alliance Global Partners is acting
as the sole placement agent for the offering.
This offering of the ordinary shares is being
made pursuant to an effective shelf registration statement on Form
F-3, as amended (File No. 333-251304), previously filed with the
U.S. Securities and Exchange Commission (the “SEC”). A final
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
final prospectus supplement may be obtained, when available, from
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor,
New York, NY 10022, or by telephone at (212) 624-2060, or by email
at prospectus@allianceg.com.
The warrants described above are being issued in
a concurrent private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Act”), and Regulation D
promulgated thereunder and, along with the ordinary shares
underlying such warrants, have not been registered under the Act,
or applicable state securities laws. Accordingly, the warrants and
underlying ordinary shares may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
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 VivoPower
VivoPower is a sustainable energy solutions
company focused on battery storage, electric solutions for
customised and ruggedised fleet applications, solar and critical
power technology, and services. The Company's core purpose is to
provide its customers with turnkey decarbonisation solutions that
enable them to move toward net zero carbon status. VivoPower is a
certified B Corporation with operations in Australia, Canada, the
Netherlands, the United Kingdom, the United States, and the United
Arab Emirates.
Forward-Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements that refer
to the timing and completion of the offering. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements
about the achievement of performance hurdles, or the benefits of
the events or transactions described in this communication and the
expected returns therefrom. These statements are based on
VivoPower’s management’s current expectations or beliefs and are
subject to risk, uncertainty, and changes in circumstances. Actual
results may vary materially from those expressed or implied by the
statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties
affecting the operation of VivoPower’s business. These risks,
uncertainties and contingencies include changes in business
conditions, fluctuations in customer demand, changes in accounting
interpretations, management of rapid growth, intensity of
competition from other providers of products and services, changes
in general economic conditions, geopolitical events and regulatory
changes, and other factors set forth in VivoPower’s filings with
the SEC. The information set forth herein should be read in light
of such risks. VivoPower is under no obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking
statements whether as a result of new information, future events,
changes in assumptions or otherwise.
Contact:
Shareholder Enquiries
shareholders@vivopower.com
Media Enquiries
vivopower@secnewgate.co.uk
Sophie Morello / Jessica Hodson Walker / Richard Bicknell
VivoPower (NASDAQ:VVPR)
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