The Company entered into definitive purchase agreements with these investors pursuant to which the Company agreed to sell an aggregate of 15,000 shares of its zero coupon preferred stock (which are convertible into a total of approximately 12.1 million shares of common stock) and warrants potentially exercisable for up to approximately 6.0 million additional shares of its common stock. In addition to the preferred stock not having a required dividend right, the preferred stock will not have any preferences over the Company's common stock, including no liquidation preference rights. Subject to certain ownership limitations, the preferred stock is convertible at any time at the option of the holder into shares of common stock at a conversion price of
The estimated net proceeds to the Company from the offering are expected to be approximately
A shelf registration statement (File No. 333-183286) relating to the shares of preferred stock and warrants issued in the offering (and the shares of common stock issuable upon conversion of the preferred stock exercise of the warrants) has been filed with and declared effective by the
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in this offering. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, but not limited to, the amount and use of proceeds the Company expects to receive from the offering, the closing of the offering, the conversion of the preferred stock and the exercise of the warrants. Forward-looking statements can be identified by the use of words such as "may," "will," "plan," "should," "expect," "anticipate," "estimate," "continue," or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's Annual Reports on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
Jeffrey W. Church
Senior Vice President — Corporate
Strategy and Investor Relations
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