Tempo Automation Secures $7.0M Convertible Promissory Note Facility Strengthening Financial Position and Providing Capital for Optimum Acquisition
21 Junio 2023 - 3:01PM
Tempo Automation Holdings, Inc. (NASDAQ: TMPO, “Tempo Automation”
or “Tempo” or the “Company”), a leading software-accelerated
electronics manufacturer, today announced the successful execution
of a $7.0 million unsecured subordinated convertible promissory
note (the “Convertible Promissory Note”) with Asia-IO Advanced
Manufacturing Partners, L.P. (“Asia-IO”), a cross-border private
equity fund specializing in advanced manufacturing and industrial
technology opportunities.
"We are delighted to have secured financing that
not only bolsters our financial stability but also equips us with
the capital necessary to finalize the previously announced
acquisition of Optimum Design Associates. Asia-IO shares our vision
of strategic expansion by leveraging our unique data-driven factory
automation technology to disrupt the industry," said Joy Weiss, CEO
of Tempo Automation.
Under the terms of the Convertible Promissory
Note, up to $4.0 million in aggregate principal amount may be drawn
by the Company from time to time upon one or more written requests.
Up to an additional $3.0 million in aggregate principal amount
under the Convertible Promissory Note may be drawn by the Company
from time to time for purposes of paying amounts payable by the
Company in connection with the consummation of the previously
announced acquisition of Optimum Design Associates, Inc. (together
with the previously announced acquisition of Optimum Design
Associates Pty. Ltd., the “Optimum Acquisition”). The Optimum
Acquisition is anticipated to close in the second half of 2023,
pending the satisfaction or waiver of certain customary closing
conditions.
Amounts drawn under the Convertible Promissory
Note are subject to a 3.0% original issue discount, accrue simple
interest at a rate of 12.0% per annum, and will mature on June 20,
2024 (the “Maturity Date”). At any time and from time to time
within 120 days of any drawdown under the Convertible Promissory
Note, the Company will be able to prepay, in whole or in part, such
drawdown amount upon payment of an additional amount equal to 4.0%
of the prepayment amount. Any amounts that are prepaid will not be
available for re-borrowing. After such 120-day period, Asia-IO has
the right to convert all or any portion of the outstanding drawdown
amount (together with accrued but unpaid interest, if any) equal to
or greater than $500,000 into shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock"), at a conversion
price equal to the greater of (i) $0.55 and (ii) the last reported
closing sale price of a share of Common Stock on The Nasdaq Stock
Market LLC as of such time (the “Last Reported Sale Price”).
Additionally, subject to certain conditions, the Company has the
right to force conversion of any outstanding drawdown amounts
(together with accrued but unpaid interest, if any) under the
Convertible Promissory Note into Common Stock (a) on the Maturity
Date if the Last Reported Sale Price is equal to or greater than
$1.10 or (b) prior to the Maturity Date, if the volume weighted
average price of a share of Common Stock is equal to or greater
than $1.10 for a period of at least 40 calendar days in any
consecutive 60-calendar day period. If the Convertible
Promissory Note has not been repaid or converted in full prior to
the Maturity Date, the unpaid principal balance outstanding under
the Convertible Promissory Note, along with all accrued and unpaid
interest, if any, will become due and payable on the Maturity
Date.
About Tempo
Tempo is a leading software-accelerated
electronics manufacturer, transforming the way top companies
innovate and bring new products to market. Tempo’s unique automated
manufacturing platform optimizes the complex process of printed
circuit board manufacturing to deliver unmatched quality, speed and
agility. The platform’s all-digital process automation, data-driven
intelligence, and connected smart factory create a distinctive
competitive advantage for customers—to deliver tomorrow’s products
today. From rockets to robots, autonomous cars to drones, many of
the fastest-moving companies in industrial tech, medical
technology, space, and other industries partner with Tempo to
accelerate innovation and set a new tempo for progress. Learn more
at www.tempoautomation.com.
About Asia-IO Advanced Manufacturing
Partners, L.P.
Asia-IO Advanced Manufacturing Partners, L.P. is
a private equity fund specializing in cross-border opportunities in
advanced manufacturing and industrial technologies. The fund is
managed by Asia-IO Partners International Pte. Ltd., an advanced
manufacturing and industrial technologies-focused private equity
manager with offices in Singapore in Milpitas, California. Please
visit www.asia-io.com to find out more about its team, investment
strategy and portfolio companies.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to Tempo’s business, including
statements regarding the services offered by Tempo and the markets
in which it operates, the ability of Tempo to drawn amounts under
the Convertible Promissory Note, and the Optimum Acquisition,
including statements regarding the benefits of the proposed
acquisition and the anticipated timing of the Optimum Acquisition.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties that could cause the
actual results to differ materially from the expected results. Many
factors could cause actual future events to differ materially from
the forward-looking statements in this document, including but not
limited to: (i) the risk that the Optimum Acquisition may not be
completed in a timely manner or at all, which may adversely affect
the price of Tempo’s securities; (ii) the failure to satisfy the
conditions to the consummation of the Optimum Acquisition; (iii)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive agreement
relating to the Optimum Acquisition; (iv) the effect of the
announcement or pendency of the Optimum Acquisition on Tempo’s or
Optimum’s business relationships, performance, and business
generally; (v) risks that the Optimum Acquisition disrupts current
plans of Tempo or Optimum and potential difficulties in Tempo or
Optimum employee retention as a result of the Optimum Acquisition;
(vi) the ability to implement business plans, forecasts, and other
expectations after the completion of the Optimum Acquisition, and
identify and realize additional opportunities; (vii) the risk of
downturns in the highly competitive industry in which Tempo and
Optimum operate; (viii) the enforceability of Optimum’s
intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security; (ix) the
ability of Optimum to protect the intellectual property and
confidential information of its customers; (x) risks relating to
Tempo’s ability to obtain requisite capital and maintain adequate
liquidity to fund the Optimum Acquisition and support business
growth; and (xi) other risks and uncertainties described in Tempo’s
filings with the SEC, including its past and future periodic
reports and other filings. Such factors and risks as outlined above
and, in such filings, do not constitute all factors and risks that
could cause actual results of Tempo to be materially different from
Tempo’s forward-looking statements. Accordingly, investors are
cautioned not to place undue reliance on any forward-looking
statements. These forward-looking statements are made as of today,
and Tempo does not intend, and has no obligation, to update or
revise any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this press release,
except as required by law.
Contact:Investor RelationsLori
Barker, Blueshirt Grouplori@blueshirtgroup.com
Tempo Automation (NASDAQ:TMPO)
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