| The securities will be issued in a private placement to accredited and other qualified investors in the US |
Identive Group, Inc., a provider of solutions and services for the identification, security and RFID industries, has entered into subscription agreements for the private placement of up to 8,348,471 shares of its common stock and 8,348,471 warrants to purchase shares of its common stock to accredited and other qualified investors in the United States and internationally.
The anticipated gross proceeds will be approximately $7.1 million before offering expenses and transaction costs of approximately 10%, with investors paying $0.85 for one share and one warrant. The warrants have a strike price of $1.00 and are exercisable for a period of four years, beginning six months after closing. While the investors have the option to withdraw their investment if the gross proceeds at closing do not reach $8 million, to date investors representing over 94% of the amount subscribed have agreed to waive the option. The proceeds will be used for working capital purposes, capacity expansion and balance sheet optimisation. The transaction is expected to close on or about August 15, 2013.
The securities will be issued in a private placement to accredited and other qualified investors in the United States and internationally in reliance upon available exemptions from the registration requirements of the U.S. Securities Act of 1933, including Section 4(2) thereof and Regulation D and Regulation S thereunder, as well as comparable exemptions under applicable state and foreign securities laws. The securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from such registration requirements.
Pursuant to the terms of the subscription agreements, the Company plans to file a registration statement with the Securities and Exchange Commission following the closing of the transaction to register the shares and shares underlying the warrants for resale. The Company engaged a placement agent outside the United States to facilitate the offering to non-US investors. The placement agent is entitled to a cash fee based upon the percentage of the gross proceeds raised from non-US investors introduced by the placement agent, as well as shares and warrants on the same terms as the investors in the offering.