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A2Z Smart Technologies Corp. Announces Aggregate US$4.7 Million Registered Direct Offering of Common Shares and Common Warrants, Inclusive of $1.5 Million Raised in December 2023

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A2Z Smart Technologies Corp. (AZ) announces a definitive securities purchase agreement with accredited investors for a registered direct offering of up to 2,806,302 common shares at a purchase price of US$1.15 (CAN$1.56) per share, along with warrants to purchase 1,403,151 common shares at an exercise price of US$1.50 (CAN$2.05) per share for a period of two years, resulting in aggregate gross proceeds of US$3.23 million. The transaction is expected to close on or around Monday, January 8, 2024, subject to customary closing conditions and final approval of the TSX Venture Exchange. The net proceeds will be used for working capital and general corporate purposes. No placement agent was used in the offering. The common shares and warrants are being offered pursuant to a 'shelf' registration statement on Form F-3 (File No. 333-271226), declared effective by the SEC on April 21, 2023. These securities are not being offered in Canada or to residents of Canada.
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The definitive securities purchase agreement by A2Z Smart Technologies Corp. to issue common shares and warrants in a registered direct offering is a strategic move to raise capital. From a financial standpoint, the offering price of US$1.15 per share and the subsequent warrant exercise price of US$1.50 indicate a premium on future share value, which could be perceived as a positive signal to the market. The aggregate gross proceeds of US$3.23 million, although modest, will likely bolster the company's working capital and support its general corporate purposes.

Investors should consider the potential dilutive effect of the additional shares on the market, which could impact share price if demand does not keep pace with the increased supply. Moreover, the absence of a placement agent suggests a direct approach to investors, which may save on fees but could limit the offering's exposure to a broader investor base. The transaction's success will hinge on investor confidence in A2Z's growth trajectory and the perceived value of its technology solutions.

Understanding the implications of A2Z's registered direct offering requires analysis of market trends in technology solutions. Given A2Z's status as a global leader in innovative technology, the capital infusion is likely aimed at maintaining competitive advantage and fueling further innovation. The use of proceeds for working capital indicates an immediate need to support ongoing operations and possibly fund research and development.

Investors should analyze the company's past performance and R&D outcomes to gauge the potential return on investment. In the tech sector, efficient capital deployment towards innovation can significantly enhance a company's market position and drive long-term shareholder value. The timing of the offering, following a similar raise in December 2023, suggests a sustained need for capital which could be indicative of aggressive growth plans or a response to cash flow challenges.

The legal framework of A2Z's securities offering is grounded in the use of a 'shelf' registration statement, which allows companies to register securities and sell them over a period of time. This is a common strategy for public companies looking to raise capital with flexibility. The effectiveness of the Form F-3 registration statement by the SEC and the requirement for final approval from the TSX Venture Exchange are standard regulatory steps ensuring investor protection and compliance with securities laws.

Investors should note that the offering's restriction from sale in Canada is likely due to regulatory considerations, which underscores the importance of understanding jurisdiction-specific securities laws. Additionally, the legal stipulation that this press release does not constitute an offer to sell securities is a standard disclaimer to prevent any premature trading based on the announcement.

TEL AVIV, ISRAEL / ACCESSWIRE / January 4, 2024 / A2Z Smart Technologies Corp. (the "Company" or "A2Z") (NASDAQ:AZ)(TSXV:AZ), a global leader in innovative technology solutions, today announced that it has entered into a definitive securities purchase agreement with certain accredited investors to issue, in a registered direct offering, up to 2,806,302 common shares at a purchase price of US$1.15 (CAN$1.56) per share, together with warrants to purchase 1,403,151 common shares at an exercise price of US$1.50 (CAN$2.05) per share for a period of two years from issuance, for aggregate gross proceeds equal to US$3.23 million. As previously announced, the Company in December 2023 raised $1.5 million through the registered direct offering of common shares and warrants on identical terms as the current offering.

Subject to customary closing conditions, including the final approval of the TSX Venture Exchange, the transaction is expected to close on or around Monday, January 8, 2024. A2Z anticipates that the net proceeds from this offering, after deducting offering expenses, will be used for working capital and general corporate purposes. No placement agent was used or participated in the offering.

The common shares and warrants in the offering are being offered pursuant to a "shelf" registration statement on Form F-3 (File No. 333-271226), which was declared effective by the Securities and Exchange Commission (the "SEC") on April 21, 2023. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may be obtained, when available, at the SEC's website at http://www.sec.gov. These securities are not being offered in Canada and may not be sold in Canada or to residents of Canada.

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 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 A2Z Smart Technologies Corp.

A2Z Smart Technologies Corp. creates innovative solutions for complex challenges. A2Z's flagship product is the world's first proven-in-use mobile self-checkout shopping cart. With its user-friendly smart algorithm, touch screen, and computer-vision system, Cust2Mate streamlines the retail shopping experience by scanning purchased products and enabling in-cart payment so that customers can simply "pick & go", and bypass long cashier checkout lines. This results in a more efficient shopping experience for customers, less unused shelf-space and manpower requirements, and advanced command and control capabilities for store managers.

Forward Looking Statements

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These statements include, without limitation, statements related to our ability to close the registered direct offering, entry into additional securities purchase agreements, the consummation of additional tranches, if any, and the use of proceeds. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the market and other conditions, the impact of geopolitical, economic, competitive and other factors affecting the Company and its operations, and other factors detailed in reports filed by the Company with the Securities and Exchange Commission.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Company and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein.

Company Contact:

Gadi Graus, President
Gadi.g@a2zas.com
+972-3-3732328

Investor Contact

Brett Maas, Managing Principal, Hayden IR, LLC
brett@haydenir.com
(646) 536-7331

SOURCE: A2Z Smart Technologies Corp.



View the original press release on accesswire.com

FAQ

What did A2Z Smart Technologies Corp. (AZ) announce?

A definitive securities purchase agreement with accredited investors for a registered direct offering of common shares and warrants.

What is the purchase price of the common shares in the offering?

US$1.15 (CAN$1.56) per share.

What are the exercise price and period of the warrants?

US$1.50 (CAN$2.05) per share for a period of two years.

What are the expected aggregate gross proceeds of the offering?

US$3.23 million.

When is the transaction expected to close?

On or around Monday, January 8, 2024.

What will the net proceeds be used for?

Working capital and general corporate purposes.

Were any placement agents used in the offering?

No, no placement agent was used.

Under what registration statement are the common shares and warrants being offered?

Under a 'shelf' registration statement on Form F-3 (File No. 333-271226), declared effective by the SEC on April 21, 2023.

Where can electronic copies of the prospectus supplement and accompanying prospectus be obtained?

At the SEC's website at http://www.sec.gov.

Are the securities being offered in Canada?

No, these securities are not being offered in Canada or to residents of Canada.

A2Z Smart Technologies Corp.

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About AZ

a2z technologies canada corp. provides services in the field of advanced engineering capabilities to the military/security markets in israel. the company also develops products for the civilian population; and offers fuel tank intelligent containment system, a capsule that can be placed in a fuel tank to prevent gas tank explosions. in addition, it provides maintenance services to both external and in-house complex electronic systems and products. the company is headquartered in vancouver, canada.