ROCHESTER, N.Y., April 3, 2014 /PRNewswire/ -- Arista Power,
Inc. ("Arista Power" or the "Company") (OTCQX: ASPW), today
announced that on March 31, 2014 it
sold a total of 1,500 shares of Series A Convertible Preferred
Stock (the "Preferred Stock") in a private placement transaction,
which resulted in gross proceeds of $1.5
million to the Company. The net proceeds from the
transactions totaled $1.41 million
and will be used to meet the Company's working capital needs and
for general corporate purposes.
Shares of Preferred Stock are entitled receive cash dividends at
an annual rate of 9.0%, payable quarterly, and are convertible at a
fixed conversion price equal to $0.20
(the "Conversion Price") into a total of 7,500,000 shares of common
stock.
In connection with the purchase of the Preferred Stock, each
investor received five-year warrants (the "Warrants") that were
immediately vested in full to purchase a number of shares of common
stock equal to 150% of the amount of investment in the Preferred
Stock divided by the Conversion Price (11,250,000 warrants in
total), at a fixed exercise price equal to $0.25.
The Preferred Stock is voluntarily and mandatorily convertible
into shares of common stock, with any shares of Preferred Stock
outstanding on March 31, 2017
automatically converting into common stock. The investors
received rights of first refusal and rights of participation in
future financings of the Company until March
31, 2015. In addition, the investors received most
favored nation protections on the terms and conditions of the
Warrants and Preferred Stock so long as such securities remain
outstanding. Additionally, until September 30, 2015, each investor has the right
to invest the amount invested by such investor in the
above-referenced transaction in preferred stock of Arista Power on
substantially similar terms.
Arista Power has agreed to register with the Securities and
Exchange Commission the shares of common stock issuable pursuant to
conversion of the Preferred Stock and the shares of Common Stock
issuable pursuant to the Warrants on a Form S-1 (the "Registration
Statement"). Specifically, the Company has agreed to file the
Registration Statement on or before April
30, 2014 and to cause such registration statement to be
declared effective by the Securities and Exchange Commission on or
before July 31, 2014. The
Warrants and the Preferred Stock have customary anti-dilution
protections including a "full ratchet" anti-dilution adjustment
provision.
The securities were sold without registration under the
Securities Act of 1933, as amended (the "Act"), or state securities
laws, in reliance on the exemptions provided by Section 4(2) of the
Act and/or Regulation D promulgated thereunder and in reliance on
similar exemptions under applicable state laws. Since these
securities have not been registered, they may not be offered or
sold by the investors absent registration or an applicable
exemption from registration requirements, such as the exemption
afforded by Rule 144 under the Act.
Additional details of the financing were disclosed in a Form 8-K
filed with the Securities and Exchange Commission on March 31, 2014.
About Arista Power, Inc.
Arista Power, Inc. is a developer, manufacturer, and supplier of
custom-designed power management systems, renewable energy storage
systems, and a supplier and designer of solar energy systems.
Arista Power's patent-pending Power on Demand system utilizes
inputs from multiple energy sources including solar PV, wind
turbines, fuel cells, generators and the grid, in conjunction with
a custom-designed battery storage system and a proprietary smart
monitoring technology that releases energy at times to reduce peak
power demand, thereby lowering electricity costs for large energy
users who deal with peak usage pricing. Arista Power also
designs, sells and installs residential and commercial solar PV
systems. The Company is also developing an intelligent
micro-grid for the U.S. Army pursuant to development contracts
awarded to the Company. For more information on Arista Power,
visit the Company's website at www.AristaPower.com.
In this press release, all statements that are not purely
about historical facts, including, but not limited to, payment of
dividends and those in which we use the words "believe,"
"anticipate," "expect," "plan," "intend," "estimate," "target" and
similar expressions, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. While these forward-looking statements represent
Arista Power's current judgment of what may happen in the future,
actual results may differ materially from the results expressed or
implied by these statements due to numerous important factors,
including, but not limited to, those specific risks and
uncertainties discussed in the reports that Arista Power files
periodically with the SEC. Arista Power is under no
obligation, and expressly disclaims any obligation, to update the
forward-looking statements in this press release, whether as a
result of new information, future events or otherwise.
SOURCE Arista Power, Inc.
