The ONE Group Announces Closing of Strategic Financing
November 17 2017 - 9:24AM
Business Wire
Mr. Kin Chan Elected to the Board of
Directors
The ONE Group Hospitality, Inc. (NASDAQ: STKS) today announced
the closing of a strategic financing with Elevated Returns, LLC and
Argyle Street Management Limited and another accredited investor to
further strengthen the Company’s balance sheet and fund strategic
initiatives. The Company appointed Mr. Kin Chan to the board of
directors effective upon the closing of the financing.
Pursuant to a securities purchase agreement entered into on
November 15, 2017, the investors purchased from the Company
1,750,000 shares of common stock at a price of $1.50 per share in a
registered direct offering, resulting in total gross proceeds of
$2.625 million. In a concurrent private placement, the Company also
issued unregistered warrants to the investors to purchase up to an
aggregate of 875,000 shares of common stock with an exercise price
of $1.63 per share, which was the Nasdaq consolidated closing bid
price per share on November 14, 2017. The warrants will be
exercisable six months following the closing date and will expire
five years from the date they become exercisable.
The shares of common stock were offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-203429), which was
declared effective by the United States Securities and Exchange
Commission (“SEC”) on May 22, 2015. The warrants and shares
issuable upon exercise of the warrants were offered in a concurrent
private placement and have not been registered under the Securities
Act of 1933, as amended. The Company has agreed to file a
registration statement on Form S-1 with the SEC covering the resale
of the shares of common stock issuable upon exercise of the
warrants.
Manny Hilario, Chief Executive Officer of The ONE Group
Hospitality, noted, "We are excited to announce this investment by
Elevated Returns and Argyle Street Management Limited, as both
firms have a strong history of investments in the hospitality
industry. They also bring significant international experience,
particularly throughout Asia, which is one of the largest potential
growth opportunities we see for the STK brand. With Mr. Kin Chan
being based in Hong Kong, we will now have representation at the
Board level in the Far East to enable us to start to focus on
expanding into that very lucrative market. This investment by
Elevated Returns and Argyle Street Management Limited also
strengthens our balance sheet and positions us well as we continue
to grow our brand through global licensing opportunities.”
Mr. Kin Chan, founding shareholder and Chief Investment Officer
of Argyle Street Management Limited, stated, "This investment
demonstrates our confidence in The ONE Group Hospitality and the
business strategy the management team is executing. We believe The
ONE Group Hospitality has a global growth opportunity and we look
forward to working with the Company."
Effective upon the closing of the financing, Mr. Kin Chan was
appointed to the Company’s Board of Directors replacing Nicholas
Giannuzzi. Mr. Chan is also the Chairman of TIH Limited and a
director of OUE Limited, both listed on the Singapore Exchange; an
Independent Non-Executive Director of Mount Gibson Iron Limited, an
Australia-listed mining company; and nonexecutive director of CITIC
Resources Holdings Limited, a company listed in Hong Kong. Mr. Chan
was an Executive Director at Goldman, Sachs & Co. where he
worked in Hong Kong, New York and Singapore from 1992 to 1999. Mr.
Chan holds an AB from Princeton University and MBA from Wharton
School of the University of Pennsylvania where he was a Palmer
Scholar.
Jonathan Segal, the Company’s Chairman, noted, "We are pleased
to appoint Mr. Kin Chan to our board. Mr. Chan adds significant
international hospitality experience and he has many strong
relationships within the hospitality segment. As we focus on global
growth through licensing opportunities, we believe that his vast
experience could be a strong asset to our board.”
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.
About The ONE Group
The ONE Group Hospitality, Inc. (“The ONE Group”) (Nasdaq:STKS)
is a global hospitality company that develops and operates upscale,
high-energy restaurants and lounges and provides hospitality
management services for hotels, casinos and other high-end venues
both nationally and internationally. The ONE Group’s primary
restaurant brand is STK, a modern twist on the American steakhouse
concept with locations in major metropolitan cities throughout the
U.S. and Europe. The ONE Group’s food and beverage hospitality
services business, ONE Hospitality, provides the development,
management and operations for premier restaurants and turn-key food
and beverage services within high-end hotels and casinos.
Additional information about The ONE Group can be found
at www.togrp.com.
Cautionary Statement on Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”,
and “project” and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. A number of factors could cause actual results
or outcomes to differ materially from those indicated by such
forward-looking statements, including but not limited to, (1) our
ability to open new restaurants and food and beverage locations in
current and additional markets, grow and manage growth profitably,
maintain relationships with suppliers and obtain adequate supply of
products and retain our key employees; (2) factors beyond our
control that affect the number and timing of new restaurant
openings, including weather conditions and factors under the
control of landlords, contractors and regulatory and/or licensing
authorities; (3) in the case of our strategic review of operations,
our ability to successfully improve performance and cost, realize
the benefits of our marketing efforts, and achieve improved results
as we focus on developing new management and license deals; (4) our
ability to enter into licensing agreements; (5) changes in our
management team; (6) changes in applicable laws or regulations; (7)
the possibility that the Company may be adversely affected by other
economic, business, and/or competitive factors; and (8) other risks
and uncertainties indicated from time to time in our filings with
the SEC, including our Annual Report on Form 10-K filed on April 5,
2017.
Investors are referred to the most recent reports filed with the
SEC by The ONE Group Hospitality, Inc. Investors are cautioned not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made, and we undertake no obligation to
update or revise the forward-looking statements, whether as a
result of new information, future events, or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20171117005432/en/
Investors:ICRMichelle Michalski, 646-277-1224
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