AVCT Announces Securities Purchase Agreement
28 Febrero 2022 - 8:05AM
American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) today
announced that it has entered into a securities purchase agreement
for a sale of equity securities to an institutional investor. The
net proceeds, after original issue discount, will total $15 million
initially, plus an additional $5 million subject to the
satisfaction of certain conditions, including receipt of
stockholder approval pursuant to Nasdaq listing rules. AVCT will
issue shares of a new series of convertible preferred stock,
together with warrants, pursuant to the terms of the securities
purchase agreement.
AVCT previously announced a definitive agreement to sell its
Computex business to Calian Group Ltd. (TSX: CGY), a move that will
transition AVCT to a pure-play cloud communications and
collaboration company, centered on its premium Kandy cloud-based,
real-time communications platform.
The Company expects that this security sale and the expected net
proceeds from its planned divestiture of its Computex business will
be used to retire all of its existing debt.
Darrell J. Mays, AVCT CEO, said, “Any additional capital
received from the sale of these securities and the Computex sale
will be used to support the growth of our Kandy business unit.”
Northland Capital Markets served as sole placement agent in the
transaction.
About American Virtual Cloud Technologies,
Inc.American Virtual Cloud Technologies, Inc. (Nasdaq:
AVCT) is a premier global cloud communications offering proprietary
UCaaS, CPaaS, and CCaaS capabilities. Our mission is to provide
global technology solutions with a superior customer experience.
For more information, visit https://www.avctechnologies.com.
About KandyKandy is a cloud-based, real-time
communications platform offering proprietary UCaaS, CPaaS, CCaaS,
Microsoft Teams Direct Routing as a Service, and SIP Trunking as a
Service capabilities. Kandy enables service providers, enterprises,
software vendors, systems integrators, partners, and developers to
enrich their applications and services with real-time contextual
communications, providing a more engaging user experience. With
Kandy, companies of all sizes and types can quickly embed real-time
communications capabilities into their existing applications and
business processes. For more information visit kandy.io
Caution Regarding Forward-Looking
StatementsThis press release includes certain statements
that are not historical facts but are forward-looking statements
for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and
performance metrics, the Company’s plans to divest Computex
Technology Group and to identify and/or complete suitable
acquisitions, the consummation of the financing contemplated by the
securities purchase agreement dated February 28, 2022, and planned
future growth. The Company’s actual results or outcomes and the
timing of certain events may differ significantly from those
discussed in any forward-looking statements, including as a result
of the uncertainty associated with being able to identify, evaluate
and complete any strategic transaction, the impact of any strategic
transaction that may be pursued on the Company’s business,
including its financial and operating results and its employees and
clients. These statements are based on various assumptions and on
the current expectations of the Company’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a 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 Company’s
clients’ preferences, prospects and the competitive conditions
prevailing in the industries in which the Company operates; the
risk that stockholder approval of the proposed transaction may not
be obtained; the Company’s substantial indebtedness; risks
associated with the potential effects of COVID-19 on the Company’s
business; risks that the recently-acquired Kandy Communications
business will not be integrated successfully; ability to retain key
personnel; the potential impact of consummation of the Kandy
Communications acquisition on relationships with third parties,
including customers, employees and competitors; conditions in the
capital markets; and those factors discussed in the Company’s
amended annual report on Form 10-K filed with the SEC on
May 14, 2021 under the heading “Risk Factors,” and other documents
of the Company filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect the Company’s expectations,
plans or forecasts of future events and views as of the date of
this report. The Company anticipates that subsequent events and
developments will cause its assessments to change. However, while
the Company may elect 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
relied upon as representing the Company’s assessments as of any
date subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Contact:Info@avctechnologies.com
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