The Company intends to use the net proceeds from the private placement to repay approximately $3.6mn of outstanding indebtedness to certain institutional creditors and for general corporate purposes and working capital.
Zoomcar Holdings has announced the pricing of a private placement with certain institutional investors. The aggregate gross cash proceeds are expected to be $9.15 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the private placement to repay approximately $3.6 million of outstanding indebtedness to certain institutional creditors and for general corporate purposes and working capital.
In connection with the private placement, the Company is planning to issue an aggregate of 2,137,850units. Each unit will be sold at an effective unit price of $4.28 per unit and will consist of one share of common stock (or one pre-funded warrant in lieu thereof), two (2) Series A warrants, each exercisable for one share of common stock at an initial exercise price of $4.03 per share and one Series B warrant at an exercise price of $0.0001 to purchase such number of shares of common stock as will be determined on the Reset Date (as defined in the Series B warrant).
The Series A warrants and the Series B warrants are exercisable beginning on the date that Stockholder Approval (as defined in the Series A warrant) is obtained. The Series A warrants will have a term of 5 years and the Series B warrants are exercisable until exercised in full.
The exercise price and number of shares of common stock issuable upon exercise of the Series A warrants are subject to adjustment on the Reset Date, upon future dilutive issuances and following reverse stock splits, in each case, subject to a floor, and the exercise price and number of shares of common stock issuable upon exercise of the Series B warrants are subject to adjustment upon reverse stock splits, subject to a floor, and in each case, as will be described in more detail in the Current Report on Form 8-K to be filed in connection with the private placement.
The closing of the private placement is expected to occur on or about November 6, 2024, subject to the satisfaction of certain customary closing conditions.
Aegis Capital Corp. is acting as the Exclusive Placement Agent for the private placement.
The securities described above are being sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities 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.
Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the common stock sold in the private placement and the common stock issuable upon exercise of the pre-funded warrants and the warrants sold in the private placement.
