Author: avctechnologies

ATLANTA, Oct. 18, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (the “Company”) (Nasdaq: AVCT), today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of 5,000,000 shares of its common stock (the “Shares”), pursuant to a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”), and warrants to purchase up to 10,000,000 Shares (the “Warrants”), in a concurrent private placement (the “Private Placement”). The combined purchase price for one Share and one Warrant will be $2.00. The Warrants will have an exercise price of $1.80 per Share, will be exercisable 45-days following the date of issuance and will expire two years from the initial exercise date.

The aggregate gross proceeds from the Offering and the concurrent Private Placement are expected to be approximately $10 million before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the Offering and the concurrent Private Placement for working capital and other general corporate purposes. The closing of the Offering and the concurrent Private Placements is expected to occur on or about October 20, 2022, subject to the satisfaction of customary closing conditions. 

A.G.P./Alliance Global Partners and Northland Capital Markets are acting as co-placement agents for the Offering and concurrent Private Placement.

The Shares are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-258136), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 27, 2021. A prospectus supplement describing the terms of the proposed Offering will be filed with the SEC and will be available under the Company’s profile on EDGAR at www.sec.gov. Electronic copies of the 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 and the Shares underlying the Warrants sold in the concurrent Private Placement are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act, or applicable state securities laws. Accordingly, the Warrants and the Shares underlying the Warrants issued in the Private Placement 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.

About American Virtual Cloud Technologies, Inc. 

American Virtual Cloud Technologies now operates under the Kandy brand name. Kandy establishes and operates cloud-based communications marketplaces for telecom carriers, offering proprietary API Enablement services such as Microsoft Teams Direct Routing as a Service, and SIP Trunking as a Service capabilities. For more information, visit https://www.avctechnologies.com.

Cautionary Note 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 the Reverse Stock Split and other future events and expectations described in this press release. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements. 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. The forward-looking statements contained herein include, without limitation, statements about the expected closing of the Offering and the Private Placement; anticipated use of proceeds of the Offering and the Private Placement; the Company’s ability to satisfy the closing conditions; and other risks and uncertainties discussed in the Company’s annual report on Form 10-K filed with the SEC on April 15, 2022 and quarterly report on Form 10-Q filed with the SEC on August 16, 2022, in each case 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 document. 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.

American Virtual Cloud Technologies, Inc. 
info@avctechnologies.com
+1 (404) 239-2863 

ATLANTA, Sept. 29, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (the “Company”) today announces that it intends to effect a 1-for-15 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split will become effective on September 30, 2022 (the “Effective Time”) upon filing with the Delaware Secretary of State of an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”), and the Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on October 3, 2022. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “AVCT.” The new CUSIP number for the common stock following the Reverse Stock Split will be 030382204.

As previously disclosed, at the Company’s annual meeting of stockholders held on May 24, 2022, the Company’s stockholders voted to approve three alternative amendments to the Company’s Charter to effect a Reverse Stock Split of the Company’s common stock at a ratio of either 1-for-5, 1-for-10 or 1-for-15, with such ratio and the implementation and timing of such Reverse Stock Split to be determined by the Company’s board of directors. The board of directors subsequently approved the implementation of a 1-for-15 Reverse Stock Split.

As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to the Effective Time will be automatically reclassified as and converted into one-fifteenth (1/15) of a share of common stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share will instead be entitled to receive cash in lieu of such fractional share from the Company’s transfer agent, Continental Stock Transfer and Trust Company.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding warrants and preferred stock entitling their holders to purchase or obtain or convert into shares of our common stock will be adjusted, as required by the terms of these securities.

About American Virtual Cloud Technologies, Inc.

American Virtual Cloud Technologies (“AVCtechnologies”; Nasdaq: AVCT) now operates under the Kandy brand name. Kandy establishes and operates cloud-based communications marketplaces for telecom carriers, offering proprietary API Enablement services such as Microsoft Teams Direct Routing as a Service, and SIP Trunking as a Service capabilities. For more information, visit https://www.avctechnologies.com.

Cautionary Note 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 the Reverse Stock Split and other future events and expectations described in this press release. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements. 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 the Company’s need for additional funding to continue as a going concern; the possibility that Nasdaq may delist the Company’s securities; 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; and those factors discussed in the Company’s annual report on Form 10-K filed with the SEC on April 15, 2022 and quarterly report on Form 10-Q filed with the SEC on August 16, 2022, in each case 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 document. 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.

American Virtual Cloud Technologies, Inc.
info@avctechnologies.com
+1 (404) 239-2863

ATLANTA, Aug. 25, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (the “Company”) today announces changes to its board of directors and management team, along with the launch of a review to explore the sale of the entire business or selected assets. As part of this shift, the Company announced that Kevin Keough has been named as Chief Executive Officer. Tom King will shift from the role of Chief Financial Officer to Chief of Staff, on an interim basis, reporting to Mr. Keough. Effective September 1, 2022, Adrian Foltz and Onex Evans have been promoted to the roles of Chief Financial Officer and Chief Accounting Officer, respectively, both reporting to Mr. Keough. Michael Tessler has stepped down from the board of directors and Larry Mock has been appointed to his previous role as chairman of the board. Former CEO Darrell Mays will continue to serve the Company as Executive Vice Chairman of the Board.

In conjunction with these changes, the Company also announced that it had retained Northland Capital Markets to advise the Company in connection with a comprehensive strategic review process that could lead to the sale of the Company or selected assets. Northland Capital Markets is the trade name for certain capital markets and investment banking services of Northland Securities, Inc., Member FINRA/SIPC.

The Company’s departing chairman, Michael Tessler, commented that, “I have enjoyed working with the AVCT board and management team.  I wish the new management team well as it works with the board to consider the range of possible strategic alternatives to optimize the value of the entity.”

Mr. Keough has served as AVCT’s Chief Transformation Officer since April. Early in his career, while serving as a partner with McKinsey & Company, Inc. and as a senior executive with FirstEnergy Corp., he gained extensive public company experience. From 2006 to 2022, Mr. Keough served in senior operating roles with three private equity firms, including Arcapita, Investcorp, and Navigation Capital Partners. Mr. Keough holds an MBA from Stanford Graduate School of Business and began his career as an officer in the US Army, after graduating with honors from the United States Military Academy at West Point.

The newly realigned AVCT management team – including recent hires Jay Patel (Chief Product Officer) and Chris Koeneman (Chief Revenue Officer) — will be working with Northland on the review of strategic alternatives.

About American Virtual Cloud Technologies, Inc.

American Virtual Cloud Technologies, Inc., via its Kandy business unit, offers a cloud-based, real-time communications platform offering proprietary UCaaS, CPaaS, 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 https://www.avctechnologies.com and www.kandy.io.

About Northland Securities, Inc.

Northland Securities, Inc., Member FINRA/SIPC and registered with SEC and MSRB, is a diversified financial services firm, including investment banking and full-service broker dealer divisions, offering investment and finance services for government entities, financial institutions, nonprofit organizations, and individual investors. The firm is a leading underwriter of tax-exempt bonds in the Midwest and is recognized for its equity markets research and specialization in finance and capital market access for corporate, government, and non-profit clients. Headquartered in Minneapolis, Minnesota, Northland Securities has branch offices in California, Colorado, Iowa, Michigan, New York, and Wisconsin.

Cautionary Note 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 the Company’s future prospects and the Board’s review of potential strategic alternatives, including a potential sale of the Company’s business or selected assets, the timing of such review, and the possible outcomes of such review. 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 or alternative, the impact of the announcement of the Board’s review of strategic alternatives, as well as any strategic transaction or alternative 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 the Company’s need for additional funding to continue as a going concern; the possibility that Nasdaq may delist the Company’s securities; 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; and those factors discussed in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022 and quarterly report on Form 10-Q filed with the SEC on August 16, 2022, in each case 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 document. 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.

American Virtual Cloud Technologies, Inc.
info@avctechnologies.com
+1 (404) 239-2863

ATLANTA, May 03, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (the “Company”) today announced several changes to its management team, including the addition of two new senior executives: Chief Product Officer Jay Patel and Chief Revenue Officer Chris Koeneman who will both report directly to AVCT’s Chief Executive Officer Darrell J. Mays. Kevin Keough transitioned from the role of President into the role of Chief Transformation Officer and is also reporting to Mr. Mays.

“Jay and Chris bring a wealth of relevant industry experience and expertise to our cloud-based, real-time communications platform Kandy that will be instrumental in helping drive a new strategy going forward,” said Mr. Mays. “In recent months, Kandy has developed and aligned around a refined cloud communications strategy; Kevin’s role will be to work with the team to drive the comprehensive transformation to this new strategy,” said Mays.

Mr. Patel joins Kandy following his role as Chief Product Officer at Vonage where he led the product management for Unified Communications as a Service (UCaaS), Contact Center as a Service (CCaaS), and Communications platform as a Service (CPaaS) product lines. Mr. Patel spent 27 years with Motorola and Motorola Mobility, ultimately serving as the Vice President of Strategy following Motorola Mobility’s sale to Google and Vice President of Engineering, following the division’s sale to Lenovo. He holds a Bachelor of Science in Electrical Engineering from the University of Illinois at Chicago.

“We are in the middle a transformation of business communications to the cloud. I’m excited to be part of the Kandy team that is uniquely positioned to help accelerate this transformation,” said Mr. Patel.

Mr. Koeneman is an international sales and marketing executive who brings extensive experience with both public and private companies to Kandy. He most recently served as Vice President of Worldwide Sales and Marketing for Aware, Inc, where he oversaw significant revenue growth and an expansion to cloud services. Prior to Aware, Mr. Koeneman held several senior sales positions in technology corporations including Cisco Systems, Avici Systems, ADTRAN, and MOBI, which was acquired by Tangoe. He holds a Bachelor of Arts degree in Political Science and Journalism from Indiana University and completed his Master’s in Business Administration at Georgia State University.

“Kandy is bringing to market the innovation that allows a dispersed, work-from-anywhere enterprise to collaborate and operate efficiently. I am pleased to be part of the Kandy team that will transform cloud communications,” said Mr. Koeneman.

AVCT previously announced the sale of its Computex business unit to Calian Group, completing AVCT’s transition to a pure-play cloud communications and collaboration company.

“With these strategic changes to our leadership team, I am confident the Company is well-positioned to maximize the Kandy platform’s core competencies in cloud communications to drive shareholder value,” said AVCT’s Chairman of the Board Michael Tessler.

About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. 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 Kandy
Kandy 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 https://kandy.io

Contact:
Info@avctechnologies.com

ATLANTA, April 15, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (the “Company”) today announced that it has entered into a securities purchase agreement for the sale of a new series of senior secured convertible notes (the “Notes”) to an institutional investor, subject to customary closing conditions. The proceeds, after original issue discount, will total $10 million, before payment of commissions and expenses.

Provided no Event of Default (as defined in the Notes) has occurred, the Notes will not accrue interest, and the Company will be required to redeem $800,000 of the outstanding amounts under the Notes each month commencing August 1, 2022, until the maturity date of October 1, 2023, at which time all outstanding amounts remaining, if any, will be due and payable in full.

At the Company’s option, each redemption payment can be made in cash or stock at a discount to the then-current closing bid price at the time of the redemption.

The investor will also have the right to an accelerated conversion of any or all of the outstanding balance of the Notes into stock at a conversion price of $0.99 per share.

The Notes will be secured by substantially all assets of the Company and will rank superior to all outstanding and future indebtedness of the Company.

The Company expects to use the proceeds from the sale of the Notes to strengthen the balance sheet of the Company and help in the execution of its newly focused “pure-play” converged communications strategy in the wake of the previously completed divestiture of its Computex business.

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 Kandy
Kandy 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 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 identify and/or complete suitable acquisitions, the consummation of the financing contemplated by the securities purchase agreement dated April 14, 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 satisfy the closing conditions to the sale of the Notes, 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; 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
+1 (404) 239-2863

ATLANTA, March 21, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc.’s (Nasdaq: AVCT) Kandy Communications business unit (Kandy), a global leader in secure and intelligent cloud communications, will demonstrate its latest innovations for secure digital transformation of enterprise communications and customer engagement at the Enterprise Connect 2022 Conference & Expo: Let’s Re-connect! event being held at The Gaylord Palms, Orlando, FL March 21-24, 2022.

On display will be Kandy’s white label cloud solutions for Unified Communications as a Service (UCaaS), Microsoft Teams Direct Routing as a Service (DRaaS), SIP Trunking as a Service (STaaS) and Communications Platform as a Service (CPaaS) designed to scale to meet the needs of mid to large enterprises and available through its network of channel partners.

At this year’s event, Kandy will be featuring recent innovations from key partners, at the Kandy booth #535.

AT&T’s IP Toll-Free Click-to-Connect service, business customers can readily add natural language AI powered IVR, chat, video, file sharing, screenshare, or even co-browsing to their Toll Free services, significantly enhancing end user engagement and customer call resolution.

Etisalat’s CloudTalk and Business Edge, powered by Kandy’s Unified Communications and Collaboration platform, is a feature-rich, cloud-based, real-time communications solution that provides over 50,000 end users with a safe, secure, and multi-functional communication and collaboration platform. Etisalat CloudTalk Meeting extends the Etisalat CloudTalk service to mobile workforces, with features including HD video virtual meetings, desktop and screen sharing, whiteboarding, and toll-free audio conferencing.

Braidio’s Customer Engagement as a Service platform leverages AI, low-code, and powerful embedded real-time communications and is enabled by Kandy’s rich Cloud Communications Platform as a Service (CPaaS) with messaging, chat, voice, video, and open APIs that make integrated communications and collaboration intuitive, accessible and scalable across web, mobile and app presences.

ConnX’s full-stack real time communications offering with Kandy is designed to meet the specific needs of large multi-site enterprise networks. The two companies recently transformed a national retail communications network in the US built and managed by ConnX which connects over 80,000 endpoints including physical stores, a contact center, and the retailer’s eCommerce platform.

“Kandy enables our service provider and channel partners to offer enterprise customers compelling full-featured cloud-based communications,” said Jeffrey Singman, SVP Sales & Marketing for Kandy. “We deliver carrier-grade solutions to enterprises of all sizes around the world to enable the digital transformation of their communications systems. As the business world adapts to the new work-from-anywhere environments, Kandy introduces integration of multiple solutions to help boost productivity, flexibility and employee satisfaction, while lowering the total cost of ownership.

Singman added, “We are excited to be back at the Enterprise Connect event, exhibiting for the first time as Kandy Communications following our acquisition by AVCT from Ribbon Communications in December 2020.”

Visit Kandy at the Enterprise Connect Expo at booth #535. You can click to schedule a time with an expert and discuss your real time communications needs.

Stay connected with Kandy Communications on Twitter, LinkedIn, YouTube, and Facebook.

About Kandy

Kandy is a cloud-based, real-time communications platform offering proprietary UCaaS, CPaaS, 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.

About American Virtual Cloud Technologies, Inc.

American Virtual Cloud Technologies, Inc. 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 AT&T Communications:

We help family, friends and neighbors connect in meaningful ways every day. From the first phone call 140+ years ago to mobile video streaming, we @ATT innovate to improve lives. AT&T Communications is part of AT&T Inc. (NYSE:T). For more information, visit us at att.com.

About Braidio

Braidio’s award-winning WorkStreams™ Customer Engagement platform is an engine consisting of permissioning, orchestration, AI, and low-code to rapidly deploy web, mobile and app Presences that thread all information, knowledge, people, and business tools and customer detail into a single point of Customer Engagement and productivity. The future of work will look very different than it does now. Braidio WorkStreams™ helps accelerate sales and revenue growth, improve customer satisfaction, and simplify employee on-boarding by efficiently spreading knowledge and insights across any workflow and business unit in real-time. Based in San Francisco, Braidio is surrounded by some of the most innovative and disruptive companies in the world. Braidio WorkStreams™ simplifies success. For more information, visit www.braidio.com or follow us on Facebook and Twitter.

About ConnX

ConnX is a Digital Communications Transformation as a Service platform provider that integrates SDWAN, UC collaboration, mobility, security, Artificial Intelligence (AI) and Automation to help enterprise customers transform from fragmented and siloed communications services to an integrated, AI-driven, multi-service collaboration platform. ConnX Maestro Orchestrator enables customers to rapidly realize the benefits of AI and digital transformation to mitigate the challenges associated with communications integration, provisioning, support, maintenance, and migration resulting in lower cost, higher productivity, and a predictable and consistent user experience. For more information, visit connxai.com.

About Etisalat

Etisalat Group is one of the world’s leading telecom groups in emerging markets. With consolidated net revenue at AED 51.7 billion and consolidated net profit of AED 9.0 billion for 2020, its high credit ratings reflect the company’s strong balance sheet and proven long-term performance. Headquartered in Abu Dhabi, Etisalat was established over four decades ago in the UAE as the country’s first telecommunications service provider. An international blue-chip organization, Etisalat Group provides innovative solutions and services to 155.4 million subscribers in 16 countries across the Middle East, Asia and Africa. Etisalat is ranked the strongest brand across all categories in Middle East and Africa by Brand Finance. To learn more visit https://etisalat.com.

Contact:
Info@avctechnologies.com

ATLANTA, March 16, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (the “Company”) (Nasdaq:AVCT), a trusted partner providing best-in-class cloud-based solutions to global enterprise customers, today announced it has successfully closed the sale of its Computex Technology Group (Computex) business to Calian Group Ltd. (Calian) (TSX: CGY), completing AVCT’s transition to a pure-play cloud communications and collaboration company, centered on its premium Kandy platform. The proceeds from the sale leave AVCtechnologies debt-free.

AVCT’s Kandy platform, which it acquired in December 2020, is one of the largest pure-play providers of cloud communications services (e.g., UCaaS) for enterprise customers and has consistently generated above-market revenue growth rates. Darrell J. Mays, CEO of AVCT, said “Our white-label relationships with key telecommunication companies and technology vendors, global carrier-grade connectivity, and proven SD-WAN integration position AVCT as a premier cloud communications provider poised to gain market share.”

AVCT acquired Computex, an award-winning IT solutions provider specializing in data centers, enterprise networking, cloud, cybersecurity, and managed services, in April 2020.

“We are pleased to have found an excellent home for Computex and are confident that it will thrive under Calian’s ownership,” said Mays.

Truist Securities, Inc. served as sole financial advisor and Greenberg Traurig LLP served as legal counsel to AVCT in connection with the transaction.

About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. 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 Kandy
Kandy, an AVCtechnologies company, 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

About Computex Technology Solutions
Computex Technology Solutions is an award-winning solutions provider that enables its clients to grow, differentiate and evolve their business via innovative and proven technology. An American Virtual Cloud Technologies IT service management company (AVCtechnologies), Computex combines its over 30 years of hands-on experience with its unparalleled processes to deliver enterprise networking, cloud and cybersecurity data center solutions, as well as managed services, that meet each of its customers’ unique IT, business and budgetary goals. To learn more, please visit: https://computex.net/ or call 888-335-2789.

Cautionary Note 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, the Company’s projections, estimates and forecasts of revenue and other financial and performance metrics 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 the impact of the Computex sale 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; risks associated with the potential effects of COVID-19 on the Company’s business; ability to maintain the Company’s listing on the Nasdaq Capital Market; ability to retain key personnel; the potential impact of consummation of the disposition of the Company’s Computex business 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

ATLANTA, March 01, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc.’s (AVCtechnologies) (Nasdaq: AVCT) Kandy Communications business unit (Kandy), a global leader in secure and intelligent cloud communications, today announced that IPTF Click-to-Connect is available to AT&T IP Toll-Free (IPTF) users. Together with Kandy, AT&T is helping to provide more businesses with the ability to transform their customer experience.

AT&T IPTF provides businesses with an inbound Voice over IP (VoIP) service that delivers toll-free voice calls directly to their business locations, permitting customers to call their business without incurring usage charges.

With IPTF Click-to-Connect, AT&T is enabling their IPTF business customers to readily add chat, video, file sharing, screenshare, or even co-browsing to an existing toll-free voice call for smartphone or browser-based users. Agents can assist users using the channel of their choice and significantly enhance end user engagement and customer call resolution.

IPTF Click-to-Connect is all web based with no software download required giving businesses a simpler way to enhance the customer experience. Paired with optional interactive voice response, IPTF Click-to-Connect can also help automate routine responses that can reduce call handling time and escalate to human service agent when required.

Users can click a link in an SMS text message, chat, or email to instantly call an agent. Smartphone users can go one step further, point their camera to scan a QR code found just about anywhere in print, signage, advertising, TV, or even online, and be connected directly to an agent.

“Customers are more frequently choosing different methods to connect with the companies they do business with, including web chat and text. By providing new solutions that enable simple, efficient ways to interact, we are elevating the ability for businesses to service their customers while delivering a more engaging and satisfying experience,” said John Ventura, Director, Product Management and Development, AT&T Business.

“Voice has been the traditional way for businesses to engage their customers, but the market is changing rapidly,” said Chuck Canton, President, Kandy Communications. “IPTF Click-to-Connect is moving businesses beyond traditional voice to make the customer experience more engaging. With customers now expecting to engage using multiple channels of their choice, we can deliver an omnichannel experience that benefits businesses and their customers alike.”

To view an informational video on IPTF Click-to-Connect, click video. For more information on AT&T IP Toll-Free visit business.att.com/ip-toll-free.

About AT&T Communications:

We help family, friends and neighbors connect in meaningful ways every day. From the first phone call 140+ years ago to mobile video streaming, we @ATT innovate to improve lives. AT&T Communications is part of AT&T Inc. (NYSE:T). For more information, please visit us at att.com.

About American Virtual Cloud Technologies, Inc.

American Virtual Cloud Technologies, Inc. (“AVCT”; 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 avctechnologies.com.

AVCT Contact: info@avctechnologies.com

About Kandy

Kandy, an AVCtechnologies company, 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.

ATLANTA, Feb. 28, 2022 (GLOBE NEWSWIRE) — 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 Kandy
Kandy 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 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 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

ATLANTA, Jan. 27, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (“AVCtechnologies” or the “Company”) (Nasdaq: AVCT), a trusted partner providing best-in-class cloud-based solutions to global enterprise customers, today announced it has executed a definitive agreement to sell its Computex Technology Group (Computex) business to Calian Group Ltd. (Calian) (TSX: CGY), which will complete AVCtechnologies’ transition to a pure-play cloud communications and collaboration company, centered on its premium Kandy platform.

The proceeds from the sale along with use of cash on hand are expected to leave AVCtechnologies debt-free and allow long-term value creation for its shareholders. AVCtechnologies’ recently completed share registration related to warrants issued in prior transactions will, if all the issued warrants are exercised, based on the warrant exercise prices which currently range from $1.50 to $2.00 per share, result in the receipt of over $40 million in incremental cash proceeds, fully funding its strategic growth initiatives including the recently announced partnerships with Braidio and Etisalat.

AVCtechnologies also recently announced that Michael Tessler had joined its Board as Chairman. Tessler is the founder and former CEO of Broadsoft, one of the world’s largest Unified Communications as a service (UCaaS) platform providers, which was sold to Cisco in 2018 for $1.9 billion. Cloud communications represents a fast-growing total addressable market that is expected to grow at least in the low-teens CAGR over the next four years to $100 billion¹.

AVCtechnologies’ Kandy platform, which it acquired in December 2020, is one of the largest pure-play providers of Unified Communications as a Service (UCaaS), Contact Center as a Service (CCaaS), Communications Platform as a Service (CPaaS), and Direct Routing as a Service (DRaaS) for enterprise customers and has consistently generated above-market revenue growth rates. AVCtechnologies previously announced projected revenues of its Kandy Business Unit to grow from $14.3 million in 2020 to approximately $18.8 million in 2021 and to more than $37 million in 2022. The significant projected growth is driven by 505% year-over-year subscriber growth (90% CAGR) from January 2019 to November 2021.

Darrell J. Mays, CEO of AVCtechnologies, said “Our white-label relationships with key telecommunication companies and technology vendors, global carrier-grade connectivity, and proven SD-WAN integration position AVCtechnologies as a premier cloud communications provider poised to gain market share.”

AVCtechnologies acquired Computex, an award-winning IT solutions provider specializing in data centers, enterprise networking, cloud, cybersecurity, and managed services, in April 2020.

“We have been pleased with the growth of Computex’s VAR and Managed Services businesses since acquiring the business in 2020; however, with our newly dedicated focus on our core Kandy cloud communications and collaboration technologies, we decided to divest Computex and believe the business will continue to thrive under Calian’s ownership,” said Mays.

The closing of the transaction is subject to shareholder approval and other customary closing conditions. Shareholders holding more than 50% of AVCtechnologies’ outstanding common stock have signed voting agreements to support the transaction.

Truist Securities, Inc. is serving as sole financial advisor and Greenberg Traurig LLP is serving as legal counsel to AVCtechnologies.

¹Sources: IDC UC and Collaboration 2019-2025 May 2021, Juniper CPaaS: Future Market Outlook & Emerging Opportunities 2020-2025 July 2021, Company Estimates, September 2021

About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”; 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 Kandy
Kandy, an AVCtechnologies company, 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

About Computex Technology Solutions
Computex Technology Solutions is an award-winning solutions provider that enables its clients to grow, differentiate and evolve their business via innovative and proven technology. An American Virtual Cloud Technologies IT service management company (AVCtechnologies), Computex combines its over 30 years of hands-on experience with its unparalleled processes to deliver enterprise networking, cloud and cybersecurity data center solutions, as well as managed services, that meet each of its customers’ unique IT, business and budgetary goals. To learn more, please visit: https://computex.net/ or call 888-335-2789.

Cautionary Note 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 the closing of the sale of the Company’s Computex business and the anticipated proceeds thereof, the Company’s planned repayment of its outstanding indebtedness, the Company’s projections, estimates and forecasts of revenue and other financial and performance metrics, the exercise of outstanding warrants issued by the Company and the anticipated proceeds thereof, 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 complete the planned sale of the Company’s Computex business, and the impact of the proposed Computex sale 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 planned sale of the Company’s Computex business will not be consummated as expected; ability to retain key personnel; the potential impact of consummation of the planned disposition of the Company’s Computex business 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