Airship AI Announces Exercise of Warrants for $9.7 Million in Gross Proceeds

Rhea-AI Summary

Airship AI (NASDAQ: AISP) announced the immediate exercise of outstanding warrants to purchase 2,162,162 shares at an exercise price of $4.50 per share, generating approximately $9.73 million in gross proceeds. The offering is expected to close on or about October 10, 2025, subject to customary conditions.

In connection with the cash exercise, holders will receive new privately placed warrants exercisable into up to 2,702,702 shares at an exercise price of $6.20 per share with a 5.5-year term. The company agreed to file a resale registration statement on Form S-3 within 20 days of closing to register resale of shares underlying the new warrants.

Positive

• Gross proceeds of approximately $9.73 million from warrant exercises
• New warrants exercisable into 2,702,702 shares at $6.20 for 5.5 years
• Company to file resale registration on Form S-3 within 20 days

Negative

• Private placement securities are unregistered and cannot be sold until registered or exempt
• Potential dilution of up to 4,864,864 shares from exercised existing warrants plus new warrants
• Closing is subject to customary conditions and expected on or about October 10, 2025

Insights

Capital Markets Strategist

Transaction nets 9.7 million now and creates further dilution via new warrants exercisable at 6.20.

The immediate exercise of outstanding warrants will generate gross proceeds of 9.7 million by converting 2,162,162 shares at an existing exercise price of 4.50 per share. In exchange the holders receive new private warrants exercisable into up to 2,702,702 shares at 6.20 and lasting 5.5 years, which creates a near-term cash inflow and a medium-term contingent share overhang.

Key dependencies and risks include the pending closing expected on or about October 10, 2025, customary closing conditions, and the company’s filing of a resale registration statement on Form S-3 within 20 days of closing; failure to satisfy these could affect liquidity or secondary resale. Monitor the actual registered shares, the timing of the S-3 filing, and full dilution math as the private warrants are exercisable immediately over a multi-year horizon.

REDMOND, Wash., Oct. 09, 2025 (GLOBE NEWSWIRE) -- Airship AI Holdings, Inc. (NASDAQ: AISP) (“Airship AI” or the “Company”), a leader in AI-driven video, sensor, and data management surveillance solutions, announced today the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 2,162,162 shares of common stock, issued by the Company on December 26, 2024 (the “Existing Warrants”), at the existing exercise price of $4.50 per share. The shares of common stock issuable upon exercise of the Existing Warrants are registered pursuant to an effective registration statement on Form S-3 (File No. 333-284462). The closing of the offering is expected to occur on or about October 10, 2025, subject to satisfaction of customary closing conditions.

Roth Capital Partners is acting as the Company’s financial advisor for this transaction.

In consideration for the immediate exercise of the warrants for cash, the exercising holders will receive new warrants to purchase shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). The new warrants will be exercisable into an aggregate of up to 2,702,702 shares of common stock, will be exercisable immediately at an exercise price of $6.20 per share, and have a term of exercise equal to five and one-half (5.5) years. The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under 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 Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 20 days of the closing to register the resale of the shares of common stock underlying the new warrants issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Airship AI Holdings, Inc.

Founded in 2006, Airship AI (NASDAQ: AISP) is a U.S. owned and operated technology company headquartered in Redmond, Washington. Airship AI is an AI-driven video, sensor and data management surveillance platform that improves public safety and operational efficiency for public sector and commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers. Airship AI’s product suite includes Outpost AI edge hardware and software offerings, Acropolis enterprise management software stack, and Command family of visualization tools.

For more information, visit https://airship.ai.

Forward-Looking Statements

The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, the completion of the proposed offering, the satisfaction of customary closing conditions related to the proposed offering and the intended use of proceeds from the public offering. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Airship AI’s management and are not predictions of actual performance. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors,” as well as the Company’s subsequent filings with the SEC. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

Investor Contact:

Chris Tyson/Larry Holub
MZ North America
949-491-8235
AISP@mzgroup.us 

FAQ

What did Airship AI (AISP) announce on October 9, 2025 regarding warrant exercises?

Airship AI announced immediate exercise of existing warrants for 2,162,162 shares at $4.50, raising ~$9.73M in gross proceeds.

When is the closing of the AISP warrant exercise expected?

The closing is expected to occur on or about October 10, 2025, subject to customary closing conditions.

What new securities did Airship AI issue in connection with the warrant exercise?

Exercising holders will receive new private warrants exercisable into 2,702,702 shares at $6.20 per share with a 5.5-year term.

How will Airship AI enable resale of the shares underlying the new warrants?

The company agreed to file a resale registration statement on Form S-3 within 20 days of closing to register resale of those shares.

How many total shares could be issued if all current and new AISP warrants are exercised?

If both the existing warrants and the new warrants are fully exercised, up to 4,864,864 shares could be issued.

Are the new warrants immediately tradable after issuance?

No; the new warrants were issued in a private placement and the underlying shares are unregistered until the Form S-3 registration is effective or an exemption applies.