FORM Holdings Prices Public Offering of Common Stock
July 26 2017 - 8:00AM
FORM Holdings Corp. (“FORM”) (NASDAQ:FH), a diversified holding
company, today announced the pricing of an underwritten public
offering of 6,000,000 shares of its common stock at a public
offering price of $1.10 per share.
The offering is expected to close on July 31,
2017, subject to customary closing conditions. FORM has granted the
underwriter a 30-day option to purchase up to an additional 900,000
shares of common stock to cover over-allotments, if any.
Roth Capital Partners is acting as the sole
manager for the offering.
The gross proceeds of the offering are expected
to be approximately $6.6 million, before deducting underwriting
discounts and commissions and other estimated offering expenses. If
the over-allotment option is exercised in full, gross proceeds of
the offering, before deducting underwriting discounts and
commissions and other estimated offering expenses, are expected to
be approximately $7.6 million. FORM intends to use the net proceeds
from this offering for capital expenditures associated with opening
new XpresSpa locations and general corporate purposes.
The shares described above are being offered by
FORM pursuant to a shelf registration statement on Form S-3
previously filed with and declared effective by the Securities and
Exchange Commission (“SEC”) on July 23, 2015. The offering is being
made only by means of a prospectus and prospectus supplement that
form a part of the registration statement. A preliminary prospectus
supplement and accompanying base prospectus related to the offering
has been filed with the SEC and is available on the SEC’s website
at www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying base prospectus may be obtained from Roth Capital
Partners, Attention: Equity Capital Markets, 888 San Clemente
Drive, Suite 400, Newport Beach, California 92660, by telephone at
(800) 678-9147, or e-mail at rothecm@roth.com.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities described herein, nor shall there be any sale of the
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 FORM Holdings Corp.
FORM Holdings Corp. (NASDAQ:FH) is a publicly
held diversified holding company that specializes in identifying,
investing in and developing companies with superior growth
potential. FORM's current holdings include XpresSpa, Group
Mobile, FLI Charge, InfoMedia and intellectual property
assets. XpresSpa is the world's largest airport spa company
with 52 locations across 23 major airports. Group Mobile is a
provider of rugged hardware and software solutions, including
laptops, tablets, and mobile printers, as well as installation and
deployment services. FLI Charge designs, develops, licenses,
manufactures and markets wireless conductive power and charging
solutions. InfoMedia is a leading provider of customer
relationship management and monetization technologies to mobile
carriers and device manufacturers. FORM's intellectual
property division is engaged in the monetization of patents related
to content and ad delivery, remote monitoring and mobile
technologies.
Forward-Looking Statements
This press release includes forward-looking
statements, which may be identified by words such as "believes,"
"expects," "anticipates," "estimates," "projects," "intends,"
"should," "seeks," "future," "continue," or the negative of such
terms, or other comparable terminology. Forward-looking statements
are statements that are not historical facts. Such
forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from the
forward-looking statements contained herein. The forward
looking statements in this press release, including with respect to
the offering and the intended use of the proceeds of the offering,
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, including, but not limited to: the
impact of our business and asset acquisitions on our operations and
operating results including our ability to realize the expected
value and benefits of such acquisitions; our ability to develop and
introduce new products and/or develop intellectual property; our
ability to protect and maintain our intellectual property rights;
our ability to raise additional capital to fund our operations and
business plan and the effects that such financing may have on the
value of the equity instruments held by our stockholders; our
ability to retain key members of our management team; general
economic conditions and level of consumer and corporate spending on
technology, consumer electronics, health and wellness, and travel;
our ability to hire a skilled labor force and the costs associated
with that labor; our ability to secure new locations, maintain
existing ones, and ensure continued customer traffic at those
locations; our ability to protect our customers’ financial data and
other personal information; the loss of one or more of our
significant suppliers or vendors; unexpected trends in the travel,
health and wellness, mobile phone, telecom computing, and consumer
electronics industries and potential technology and service
obsolescence; market acceptance, quality, pricing, availability and
useful life of our products and/or services, as well as the mix of
our products and services sold; lawsuits, claims, and
investigations that may be filed against us and other events that
may adversely affect our reputation; our ability to license and
monetize our patents, including litigation outcomes; and
competitive conditions within our industries; and other risks and
uncertainties and other factors discussed from time to time in our
filings with the Securities and Exchange Commission ("SEC"),
including FORM's Annual Report on Form 10-K for the year ended
December 31, 2016 filed with the SEC on March 30, 2017, as amended
on May 1, 2017, and FORM’s Quarterly Report on Form 10-Q for the
three months ended March 31, 2017, filed with the SEC on May 15,
2017. FORM expressly disclaims any obligation to publicly
update any forward-looking statements contained herein, whether as
a result of new information, future events or otherwise, except as
required by law.
Contacts:
FORM Holdings
212-309-7549
info@FORMHoldings.com
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