SuperCom Announces Pricing of $2.9 Million Registered Direct Offering

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SuperCom (SPCB) has announced a registered direct offering of approximately $2.9 million, with a combined effective purchase price of $0.36 per ordinary share and a warrant. The offering includes the sale of 8,116,155 ordinary shares (or pre-funded warrants) and warrants to purchase up to an aggregate of 8,116,155 ordinary shares. The warrants will have an exercise price of $0.38 per ordinary share and will expire five years from the date of issuance. Maxim Group is the sole placement agent for the offering.

Financial Analyst

The direct offering by SuperCom is a strategic move to raise capital, indicative of the company's immediate need for liquidity. By selling shares at a price of $0.36 and issuing warrants with an exercise price of $0.38, the company is offering securities at a probable discount to the current trading price, which is a common practice to entice institutional investors. While this influx of cash could fuel SuperCom's growth initiatives or pay down debt, investors should consider the potential for dilution, as the increase in share count can reduce earnings per share and, often, the stock price in the short term. Yet, if the capital is deployed effectively, the long-term effects could include strengthened financial health and improved market position. The involvement of Maxim Group LLC as the sole placement agent also suggests a vote of confidence from a recognized financial institution.

Market Analyst

The announcement by SuperCom has implications beyond just the immediate financials. The move to engage in a registered direct offering highlights the company's outlook and strategic priorities. Given that SuperCom operates in the e-Government, IoT and Cybersecurity sectors, areas with high growth potential, the additional capital may be intended to capitalize on emerging market opportunities or to innovate within their current offerings. Investors should monitor how SuperCom allocates the raised funds and whether this translates to gaining competitive advantages. The willingness of an institutional investor to participate at a set price may also be interpreted as a sign of underlying value in SuperCom's business model, despite the dilutive nature of such offerings.

TEL AVIV, Israel, April 18, 2024 /PRNewswire/ -- SuperCom (NASDAQ: SPCB), a global provider of secured solutions for the e-Government, IoT, and Cybersecurity sectors, announced today that it has entered into a securities purchase agreement with a single institutional investor to purchase approximately $2.9 million of its ordinary shares (or pre-funded warrants in lieu thereof) in a registered direct offering and warrants to purchase ordinary shares in a concurrent private placement. The combined effective purchase price for one ordinary share (or pre-funded warrant in lieu thereof) and a warrant to purchase one ordinary share will be $0.36.

Under the terms of the securities purchase agreement, SuperCom has agreed to sell 8,116,155 ordinary shares (or pre-funded warrants in lieu thereof). In a private placement, which will be consummated concurrently with the offering, SuperCom has also agreed to issue warrants to purchase up to an aggregate of 8,116,155 ordinary shares. The warrants will be immediately exercisable upon issuance, will expire five years from the date of issuance, and will have an exercise price of $0.38 per ordinary share.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The offering is expected to close on or about April 19, 2024, subject to the satisfaction of customary closing conditions.

The ordinary shares (or pre-funded warrants in lieu thereof) are being offered pursuant to SuperCom's shelf registration statement on Form F-3 (File No. 333-261442), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 27, 2021. The offering will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the ordinary shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the ordinary shares (or pre-funded warrants in lieu thereof) will be filed by SuperCom with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

About SuperCom

Since 1988, SuperCom has been a global provider of traditional and digital identity solutions, providing advanced safety, identification, and security solutions to governments and organizations, both private and public, throughout the world. Through its proprietary e-Government platforms and innovative solutions for traditional and biometrics enrollment, personalization, issuance and border control services, SuperCom has inspired governments and national agencies to design and issue secure Multi-ID documents and robust digital identity solutions to its citizens and visitors. SuperCom offers a unique all-in-one field-proven RFID & mobile technology and product suite, accompanied by advanced complementary services for various industries including healthcare and homecare, security and safety, community public safety, law enforcement, electronic monitoring, livestock monitoring, and building and access automation.

SuperCom's website is http://www.supercom.com   

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded or followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical or current facts. These forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from the statements made. Examples of these statements include, but are not limited to, statements regarding business and economic trends, the levels of consumer, business and economic confidence generally, the adverse effects of these risks on our business or the market price of our ordinary shares, and other risks and uncertainties described in the forward looking statements and in the section captioned "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 20, 2023, our reports on Form 6-K filed from time to time with the SEC and our other filings with the SEC. Except as required by law, we not undertake any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release.

SuperCom Investor Relations:
ir@supercom.com 

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SOURCE SuperCom

FAQ

What is the amount of the registered direct offering announced by SuperCom (SPCB)?

SuperCom (SPCB) announced a registered direct offering of approximately $2.9 million.

How many ordinary shares (or pre-funded warrants) is SuperCom (SPCB) selling in the offering?

SuperCom (SPCB) has agreed to sell 8,116,155 ordinary shares (or pre-funded warrants) in the offering.

What is the combined effective purchase price for one ordinary share and a warrant in the offering?

The combined effective purchase price for one ordinary share and a warrant in the offering is $0.36.

Who is acting as the sole placement agent for the offering by SuperCom (SPCB)?

Maxim Group is acting as the sole placement agent for the offering by SuperCom (SPCB).

What is the exercise price and expiration period for the warrants issued in the offering by SuperCom (SPCB)?

The warrants issued in the offering by SuperCom (SPCB) have an exercise price of $0.38 per ordinary share and will expire five years from the date of issuance.