Applied UV, Inc. Announces Closing of $2.76 Million Registered Direct and Private Placement
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Applied UV's recent capital raise through a registered direct offering and concurrent private placement represents a strategic move to secure funding for its Smart Building Technologies orders. The choice of a mixed offering, combining common stock and pre-funded warrants, along with common warrants in a private placement, provides the company with immediate capital while potentially minimizing dilution for existing shareholders. The exercise price of the pre-funded warrants at nearly the public offering price suggests an anticipation of stable or increasing stock value, which may indicate confidence in the company's growth trajectory.
However, the relatively modest raise of approximately $2.76 million raises questions about the company's valuation and future funding requirements. Investors might be cautious about the company's ability to scale operations and meet the demands of significant clients like Siemens and Sherwin Williams. The immediate exercisability of the pre-funded warrants and the five-year expiration of the common warrants offer investors flexibility and a longer-term interest in the company's performance.
The smart building technology sector is rapidly growing, with increasing demand for energy efficiency, improved building management systems and enhanced occupant comfort and security. Applied UV's focus on this market segment and recent large orders from notable customers position it well within the industry. However, the success of this financing round and the subsequent deployment of capital will be critical for the company to maintain a competitive edge and capitalize on market trends.
Investors should monitor the company's execution of the orders and the impact of the raised funds on its financial health. The specific use of proceeds for general corporate purposes is a common practice, but stakeholders will expect transparency in how the funds are allocated to drive growth. The involvement of a single placement agent, Aegis Capital Corp., suggests a targeted fundraising approach, which might have influenced the terms of the offering.
The legal structure of the offering, utilizing a shelf registration statement, indicates Applied UV's preparedness for opportunistic financing, which is a common strategy for small-cap companies needing to quickly capitalize on market opportunities. The registration rights agreement is a typical arrangement that obligates the company to file registration statements for the resale of the securities, ensuring liquidity for investors. It is important for the company to adhere to SEC regulations, as any missteps in compliance could result in legal challenges or loss of investor confidence.
Moreover, the offering's exemption from registration under the Securities Act for the private placement component limits the immediate resale of the securities, which could affect their liquidity. Accredited investors typically accept such conditions, but it underscores the importance of the company's future performance and the eventual registration of these securities to facilitate their marketability.
NEW YORK, NY, April 01, 2024 (GLOBE NEWSWIRE) -- via NewMediaWire -- Applied UV, Inc. (NASDAQ: AUVI) (the “Company”), a leader in smart building technology solutions, today announced the closing of its previously announced registered direct offering and concurrent private placement with institutional investors. The Company issued shares of common stock of the Company (“Common Stock”) and pre-funded warrants (“Pre-Funded Warrants”) in a registered direct offering. In a concurrent private placement, the Company also issued common warrants (“Common Warrants”) to the same investors. Aggregate gross proceeds to the Company from both transactions were approximately
The transactions consisted of (i) the public sale of an aggregate of 1,726,875 shares of Common Stock (or Pre-Funded Warrants in lieu thereof) and (ii) the private placement of Common Warrants to purchase up to 518,065 shares of Common Stock at an initial exercise price of
Aegis Capital Corp. acted as the exclusive placement agent for the offerings. Sichenzia Ross Ference Carmel LLP acted as counsel to the Company for the offerings. Kaufman & Canoles, P.C. acted as counsel to the Placement Agent for the offerings.
The registered direct offering was being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-266015) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on July 12, 2022. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering has been filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
The offer and sale of the securities in the private placement were made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold 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. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Applied UV, Inc.
Applied UV Inc. is dedicated to developing and acquiring smart building technologies for healthcare, hospitality, commercial and municipal markets. With SteriLumen, MunnWorks, LED Supply Co., and PURO, the company has a diverse portfolio that addresses various needs in the market. Applied UV Inc. is committed to innovation and excellence in providing solutions for a healthier and smarter world. More details about Applied UV, Inc., and its subsidiaries can be found at https://applieduvinc.com
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
For Additional Company Information:
Applied UV, Inc.
Max Munn
Applied UV Founder, CEO & Director
Max.munn@applieduvinc.com
Investor Relations Contact:
TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com
FAQ
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