TEL AVIV, Israel, Feb. 25, 2022 /PRNewswire/ -- SuperCom (NASDAQ:
SPCB) ("SuperCom"), 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 $4.7 million worth of its ordinary shares (or
pre-funded warrants in lieu thereof) in a registered direct
offering (the "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 0.75 ordinary shares will be
$0.6174.
Under the terms of the securities purchase agreement, SuperCom
has agreed to sell 7,531,585 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
5,648,689 ordinary shares. The warrants will be exercisable six
months after the closing date, will expire five and a half years
from the date of issuance, and will have an exercise price of
$0.70 per ordinary share.
Maxim Group LLC is acting as the sole placement agent in
connection with the offerings.
The offerings are expected to close on or about March 1, 2022, 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 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 and
pre-funded warrants 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
SuperCom Investor Relations:
ir@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 anticipated effects of the
COVID-19 outbreak on travel and physical locations, the levels of
consumer, business and economic confidence generally, the duration
of the COVID-19 outbreak and severity of such outbreak, the pace of
recovery following the COVID-19 outbreak, the effect on our supply
chain, our ability to implement cost containment and business
recovery strategies and resulting anticipated impact of such
outbreak on our business, financial condition and results of
operations; the adverse effects of the COVID-19 outbreak 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,
2020, filed with the U.S. Securities and Exchange Commission
(the "SEC") on April 30, 2021, 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 do 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.
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SOURCE SuperCom Ltd.