Abacus Life Announces Private Exchange of Outstanding Public Warrants

Rhea-AI Summary

Abacus Life (NASDAQ: ABL) has entered into warrant exchange agreements with certain holders of its outstanding publicly traded warrants. The agreement involves the exchange of 4,930,745 Public Warrants for 1,134,071 shares of newly issued Common Stock, at a ratio of 0.23 shares per warrant.

The Public Warrants were originally issued during the company's IPO, allowing holders to purchase up to 17,250,000 shares of Common Stock at an exercise price of $11.50 per share. These warrants trade on Nasdaq under the symbol 'ABLLW' and are legally detachable and separately exercisable from the underlying common shares.

Positive

• Reduction in potential future dilution by exchanging warrants at a lower ratio (0.23:1)
• Simplification of capital structure through warrant reduction

Negative

• Immediate dilution from issuance of 1,134,071 new common shares
• Exchange ratio represents a premium to current warrant holders

Insights

Financial Analyst

This warrant exchange transaction represents a sophisticated financial engineering move that yields multiple benefits for Abacus Life. By converting 4,930,745 warrants into 1,134,071 common shares, the company achieves several strategic objectives:

The immediate impact is a significant reduction in potential future dilution. The original warrant pool of 17.25 million warrants represented a substantial overhang on the stock, as each warrant could be converted into shares at $11.50. This exchange eliminates approximately 28.6% of outstanding warrants while only increasing the current share count by about 1.2% (based on the market cap and current share price).

The timing and structure of this exchange are particularly noteworthy. With the stock trading at $7.71, well below the $11.50 warrant strike price, warrant holders are accepting this exchange despite their warrants being out-of-the-money. This suggests two key insights:

• Warrant holders gain immediate equity participation instead of holding leveraged instruments with uncertain future value
• The company benefits from reduced warrant liability and simplified capital structure while minimizing immediate dilution

The 0.23 conversion ratio effectively values these warrants at approximately $1.77 per warrant (based on current stock price), providing a clear premium to their likely market value given their out-of-the-money status. This structured exchange demonstrates management's proactive approach to capital management and their focus on improving the company's financial position by reducing future dilution risk.

ORLANDO, Fla., Feb. 24, 2025 (GLOBE NEWSWIRE) -- Abacus Life, Inc. (“Abacus” or the “Company”) (NASDAQ: ABL), a pioneering alternative asset manager specializing in leveraging longevity and actuarial technology to offer uncorrelated investment opportunities, today announced that it has entered into warrant exchange agreements (each, an “Exchange Agreement”) with certain holders (the “Holders”) of its outstanding publicly traded warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Pursuant to their respective Exchange Agreements, the Holders agreed to surrender an aggregate of 4,930,745 Public Warrants in exchange for an aggregate of 1,134,071 shares of newly issued Common Stock, representing a ratio of 0.23 shares per warrant.¹

The Public Warrants to purchase shares of Common Stock from the Company were issued in connection with the Company’s initial public offering and entitle holders to purchase up to 17,250,000 shares of Common Stock, at an exercise price of $11.50 per share. Each redeemable whole Public Warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment as described in the warrant agreement pursuant to which the Public Warrants were originally issued. The Public Warrants represent a freestanding financial instrument traded on The Nasdaq Stock Market LLC under the symbol “ABLLW” and are legally detachable and separately exercisable from the related underlying shares of Common Stock.

About Abacus

Abacus is a pioneering global alternative asset manager and market maker specializing in uncorrelated financial products. The Company leverages its longevity data and actuarial technology to purchase life insurance policies from consumers seeking liquidity. This creates a high-return asset class uncorrelated to market fluctuations for institutional investors.

With nearly $3 billion in assets under management, including pending acquisitions, Abacus is the only publicly traded global alternative asset manager focused on lifespan-based financial products.

Forward Looking Statements

All statements in this press release (and oral statements made regarding the subjects of this press release) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Abacus. Forward-looking information includes but is not limited to statements regarding the proposed transaction, including the expected closing of the proposed transaction; Abacus’s financial and operational outlook; Abacus’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Abacus’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

While Abacus believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: the ‎fact that Abacus’s loss reserves are bases on estimates and may be inadequate to cover ‎its actual losses; the failure to properly price Abacus’s insurance policies; the ‎geographic concentration of Abacus’s business; the cyclical nature of Abacus’s industry; the ‎impact of regulation on Abacus’s business; the effects of competition on Abacus’s business; the failure of ‎Abacus’s relationships with independent agencies; the failure to meet Abacus’s investment ‎objectives; the inability to raise capital on favorable terms or at all; the ‎effects of acts of terrorism; and the effectiveness of Abacus’s control environment, including the identification of control deficiencies.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Abacus with ‎the SEC from time to time, including the Annual ‎Report on Form 10-K, as amended, and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Abacus cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Abacus assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Abacus does not give any assurance that it will achieve its expectations.

Contacts:

Robert Phillips – SVP Investor Relations
rob@abacuslife.com
(321) 290-1198

David Jackson – IR/Capital Markets Associate
djackson@abacuslife.com
(321) 299-0716

Abacus Life Public Relations
press@abacuslife.com

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1} Bracketed figures to be confirmed.

FAQ

What is the exchange ratio for ABL's warrant exchange program?

Abacus Life is exchanging Public Warrants at a ratio of 0.23 shares of Common Stock per warrant.

How many warrants are being exchanged in ABL's February 2025 exchange program?

4,930,745 Public Warrants are being exchanged for 1,134,071 shares of newly issued Common Stock.

What is the exercise price of ABL's Public Warrants?

The Public Warrants have an exercise price of $11.50 per share of Common Stock.

How many total Public Warrants were issued in ABL's IPO?

The Public Warrants entitle holders to purchase up to 17,250,000 shares of Common Stock.

What is the trading symbol for Abacus Life's Public Warrants?

The Public Warrants trade on The Nasdaq Stock Market under the symbol 'ABLLW'.