MESA, Ariz., Nov. 04, 2022 (GLOBE NEWSWIRE) — Atlis Motor Vehicles, Inc. (NASDAQ: AMV) (“Atlis” or the “Company”) as we speak introduced the closing of the preliminary $10.0 million tranche of a complete anticipated $30.0 million non-public placement with institutional traders.
The funding is within the type of a Senior Secured Original Issue 10% Discount Convertible Promissory Note (the “Note”), leading to proceeds earlier than bills to Atlis of roughly $9.0 million. The Company expects to make use of the proceeds from this providing to proceed executing on its business plan, together with funding deliberate capital expenditures and dealing capital. The Note has a 24-month maturity. In addition, the Note will likely be convertible into shares of Class A standard inventory of the Company at an preliminary conversion worth equal to the lesser of $15.00 per share of widespread inventory or 92.5% of the common of the three lowest day by day quantity weighted common costs of the widespread inventory throughout the ten buying and selling days instantly previous the discover of voluntary conversion of the Note, topic to adjustment as additional specified within the Note. The Note will likely be absolutely repayable in money upon maturity. In addition, the institutional traders have the choice of prepayment of as much as 20% of the issuance quantity of a subsequent financing.
As a part of the funding, the traders had been additionally granted a five-year warrant to buy an mixture of 231,312 shares of widespread inventory at an train worth equal to the lesser of $15.00 per share or 92.5% of the common of the three lowest day by day quantity weighted common costs of the widespread inventory throughout the ten buying and selling days instantly previous the discover of train, topic to adjustment.
Maxim Group LLC acted because the unique placement agent for the non-public placement.
Atlis has agreed to file a registration assertion registering for the resale of the shares of widespread inventory issuable upon conversion of the Note and upon train of the warrant. Upon the third buying and selling day following the effectiveness of such registration assertion, and topic to the satisfaction of sure situations, a second tranche of funding will likely be offered by the institutional traders within the principal quantity of $10.0 million, much less a ten% unique issuance low cost, leading to proceeds earlier than bills to Atlis of roughly $9.0 million. Upon the thirtieth buying and selling day following the closing of the second tranche of funding, and topic to the satisfaction of sure situations, a 3rd tranche of funding will likely be offered by the institutional traders within the principal quantity of $10.0 million, much less a ten% unique issuance low cost, leading to proceeds earlier than bills to Atlis of roughly $9.0 million. Such extra principal quantities, if funded, will likely be added to the principal quantity of the Note, and the institutional traders will likely be entitled to obtain a further warrant (carrying the identical phrases because the preliminary warrant) to buy shares of widespread inventory equal to 30% of the face worth of the Notes divided by the amount weighted common worth.
The securities supplied within the non-public placement haven’t been registered underneath the Securities Act of 1933, as amended (the “Securities Act”), or relevant state securities legal guidelines, and accordingly might not be supplied or bought in the United States besides pursuant to an efficient registration assertion or an relevant exemption from the registration necessities of the Securities Act and such relevant state securities legal guidelines. The Purchase Agreement consists of representations, warranties, covenants and different phrases typical of a transaction of this sort, the complete description of which could be reviewed in paperwork hooked up to the Company’s Current Report on Form 8-Okay filed with the SEC. You may acquire these paperwork without cost when they’re out there by visiting the SEC’s website at www.sec.gov.
This press launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase, nor will there be any gross sales of those securities in any jurisdiction through which such provide, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of such jurisdiction.
About Atlis Motor Vehicles, Inc.
Atlis Motor Vehicles is a startup EV ecosystem expertise firm growing merchandise that can energy work. Building an electrical automobile expertise platform for heavy and lightweight obligation work vehicles used within the agriculture, service, utility, and development industries, Atlis intends to design merchandise and options to match the towing and payload capabilities of legacy diesel-powered autos by growing battery expertise and a modular system structure able to scaling to fulfill the particular wants of the all-electric work automobile. For extra info, go to www.atlismotorvehicles.com.
Forward-Looking Statements
The info above consists of “forward-looking statements” inside the that means of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, apart from statements of historic info, included herein regarding, amongst different issues, statements about our anticipated efficiency, future working outcomes, future international financial situations, enhancements in working procedures and expertise, our business technique and the business methods of our prospects, the deployment of fleets sooner or later, deliberate capital expenditures, future money flows and borrowings, pursuit of potential acquisition alternatives, our monetary place, return of capital to stockholders, business technique and goals for future operations, are forward-looking statements. These forward-looking statements are recognized by their use of phrases and phrases equivalent to “may,” “expect,” “estimate,” “outlook,” “project,” “plan,” “position,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “likely,” “should,” “could,” and comparable phrases and phrases. However, the absence of those phrases doesn’t imply that the statements aren’t forward-looking. Although we imagine that the expectations mirrored in these forward-looking statements are affordable, they do contain sure assumptions, dangers and uncertainties. The outlook introduced herein is topic to alter by the Company with out discover and the Company has no obligation to affirm or replace such info, besides as required by legislation. These forward-looking statements characterize our expectations or beliefs regarding future occasions, and it’s doable that the outcomes described on this earnings launch won’t be achieved. These forward-looking statements are topic to sure dangers, uncertainties and assumptions recognized above or as disclosed infrequently within the Company’s filings with the SEC. As a results of these components, precise outcomes could differ materially from these indicated or implied by such forward-looking statements.
Any forward-looking assertion speaks solely as of the date on which it’s made, and, besides as required by legislation, we don’t undertake any obligation to replace or revise any forward-looking assertion, whether or not on account of new info, future occasions or in any other case. New components emerge infrequently, and it isn’t doable for us to foretell all such components. When contemplating these forward-looking statements, it is best to consider the danger components and different cautionary statements within the Company’s public filings with the SEC. These and different components might trigger our precise outcomes to vary materially from these contained in any forward-looking statements.
Contacts:
PRESS –
Jules Abraham
CORE IR
[email protected]
AMV Contact –
Mary Trout
Atlis Motor Vehicles
[email protected]
