VivoPower today announced that it has entered into a definitive agreement with a single U.S. institutional investor for the purchase and sale of 4,230,770 ordinary shares of the Company (or ordinary share equivalents in lieu thereof) at an offering price of $1.30 per share, for gross proceeds of approximately $5.5 million before deducting fees and other estimated offering expenses, pursuant to a registered direct offering. The Company has also agreed to issue to the investor, in a concurrent private placement, unregistered warrants to purchase up to 4,230,770 of the Company’s ordinary shares. The warrants will have an exercise price of $1.30 per ordinary share, will be exercisable on the six-month anniversary of the issuance date, and will expire five years from the initial exercise date.
The closing of the offering is expected to occur on or about August 2, 2022, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering to hire additional engineering talent, and progress the scale-up of assembly and production capabilities in key markets globally, and for general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
This offering of the ordinary shares is being made pursuant to an effective shelf registration statement on Form F-3, as amended (File No. 333-251304), previously filed with the U.S. Securities and Exchange Commission (SEC). A final prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and, along with the ordinary shares underlying such warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these 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.
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