AVCtechnologies Announces Filing of Resale Registration Statement as Part of Funding Plan
ATLANTA, Jan. 03, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies (AVCtechnologies; Nasdaq: AVCT) announced that it has filed a resale registration statement on Form S-3 as part of several initiatives to raise growth capital and improve liquidity through an increased share float. Pursuant to its recent S-3 filing, AVCtechnologies has completed the registration of 37,916,668 shares which underlie warrants that were previously issued in accordance with previously announced financing transactions. These financings are a critical step in the company’s fundraising plan and will enable it to execute on its strategic growth initiatives such as the recently announced partnerships with Braidio and Etisalat.
If all the warrants issued in the previously announced financing transactions are exercised, AVCtechnologies would receive approximately $41 million in incremental cash on its balance sheet, based on the warrant exercise prices, which currently range from $1.50 to $2.00 per share. To date, the Company has already raised approximately $35 million from the previously announced financing transactions. Full exercise of these warrants would also increase the public float of AVCtechnologies stock by nearly 19 million shares, as only half of the registered shares will actually be issued absent any adjustments to the terms of the warrants. The resale registration statements filed in connection with the financing transactions have registered 200% of the number of shares currently issuable upon exercise of the warrants, to comply with obligations under the transaction documents to “over-register” shares to provide for potential repricing of warrant strike prices without the need for additional registration statement filings. No dilution will occur from any non-issued registered shares.
Larry Mock, Chairman of the Board of AVCtechnologies, said, “With the latest S-3 filing, Phase I of our funding plan is complete and the Company will benefit from increased liquidity in the marketplace to the extent the remaining warrants are exercised. We are now in position to execute on Phase 2 of our funding strategy, the planned divestiture of Computex Technology Group, the proceeds from which, coupled with the Phase 1 proceeds, are expected to completely eliminate the Company’s debt and fully fund our plan.”
Darrell J. Mays, CEO of AVCtechnologies, said, “Any additional capital received from the sale of these securities will be beneficial as we continue to expand our product offerings and accelerate our existing growth strategies with large enterprise customers.” AVCtechnologies previously announced that revenues of its Kandy Business Unit are projected to grow from $14.3 million in 2020 to approximately $18.8 million in 2021 and to more than $37 million in 2022.
About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”; Nasdaq: AVCT) is a premier global IT solutions provider offering a comprehensive bundle of services including unified cloud communications, managed services, cybersecurity, and enhanced connectivity. Our mission is to provide global technology solutions with a superior customer experience. In 2020, American Virtual Cloud Technologies, Inc., acquired Computex Technology Group and Kandy Communications. For more information, visit https://www.avctechnologies.com.
Caution Regarding Forward-Looking Statements
This 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 December 13, 2021, the exercise of outstanding options issued by the Company, 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 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.