Securities Purchase Agreement with Institutional Investors
An institutional investor is a company or organization that invests money on behalf of others. Examples include mutual funds, pension plans and insurance companies. Institutional investors often buy and sell large blocks of stocks, bonds or other securities, and are therefore considered the whales of Wall Street. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such 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 such state or jurisdiction. Retail and institutional investors are active in a variety of markets such as bonds, options, commodities, forex, futures and stocks. However, due to the nature of the securities and the way transactions are conducted, some markets are primarily aimed at institutional investors rather than retail investors. Examples of markets that are primarily aimed at institutional investors are the swap and futures markets. ATLANTA, Dec. 14, 2021 (GLOBE NEWSWIRE) -- American Virtual Cloud Technologies, Inc. ("AVCtechnologies" or the "Company") (Nasdaq: AVCT) announced today that it has entered into a publicly traded purchase agreement to sell equity securities to an institutional investor. Initial gross proceeds from the current sale will total $25 million and, with the capital increase in November, could provide the Company with a total of up to approximately $76 million in gross cash proceeds if all warrants issued pursuant to the Transactions are exercised in full.
Institutional investors are the big fish on Wall Street and can move the markets with their big blocks. The group is generally considered more demanding than the crowd of retailers and is often subject to less regulatory oversight. Institutional investors usually do not invest their own money, but make investment decisions on behalf of clients, shareholders or clients. About American Virtual Cloud Technologies, Inc.American Virtual Cloud Technologies, Inc. ("AVCtechnologies"; Nasdaq: AVCT) is a leading global provider of IT solutions offering a comprehensive set 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, see www.avctechnologies.com. The Series C Preferred Shares and investment options sold in connection with the Private Placement and the common shares that may be issued under this option will be offered under an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and have not been registered under the Applicable State Securities Act or Laws. and may not be offered or sold in the United States without registration with the SEC or without an applicable exemption from such registration requirements.
"The newly issued common and preferred shares resulting from these investments expand the number of unaffiliated shareholders that we believe will create a better trading environment for our investors and better liquidity in the marketplace," said Darrell J. Mays, Chief Executive Officer of AVCtechnologies. "We look forward to leveraging these resources and leveraging our suite of industry-leading products and services to achieve our previously announced revenue guidance." The common shares sold in connection with the registered direct offering will be offered and sold in connection with CytRx`s registered direct offering pursuant to an "off-the-shelf" registration statement on Form S-3 (file number 333-255431), including a base prospectus previously filed with and effective the Securities and Exchange Commission (the "SEC") on July 12. 2021. The registered direct offer is made exclusively by means of a prospectus supplement, which forms part of the registration statement. A final prospectus supplement and an accompanying base prospectus regarding the registered direct offer will be filed with the SEC and will be available on the SEC`s website under www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus will be available from H.C when they become available. Wainwright & Co., 430 Park Avenue, New York, NY 10022 or by phone at (212) 856-5711 or by email placements@hcwco.com.
This press release contains certain statements that are not historical facts but forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect", "should", "should", "plan", "predict", "potential", "appear", "seek", "future", "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matter. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and projections of revenues and other financial and performance measures, the Company`s plans to divest Computex Technology Group and identify and/or make appropriate acquisitions, the closing of the financing provided for in the security purchase agreement dated December 13, 2021, the exercise of the Company`s outstanding options; and projected future growth. The Company`s actual results and timing of certain events may differ materially from those described in the forward-looking statements, including the uncertainty associated with the ability to identify, evaluate and complete a strategic transaction, the impact of a strategic transaction that affects the Company`s business, including its financial and operating results and its Employees and customers. .