HOUSTON, March 11,
2022 /PRNewswire/ -- U.S. Well Services, Inc.
(NASDAQ: USWS) ("USWS" or the "Company") today announced the
closing of its previously announced registered direct offering of
14,180,375 shares of its common stock priced at-the-market under
Nasdaq rules at a purchase price of $1.763 per share. The Company has also issued to
the investors, in a concurrent private placement, unregistered
warrants to purchase up to an aggregate of 14,180,375 shares of
common stock. The warrants have an exercise price of $1.763 per share, are immediately exercisable and
will expire three and one-half years following the date of
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offering.
The gross proceeds from the registered direct offering and
concurrent private placement were approximately $25 million, before deducting placement agent's
fees and other offering expenses. USWS currently intends to
use the net proceeds from the offering for working capital
purposes, including the funding of certain capital expenditures.
USWS has not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes.
The shares of common stock described above (but not the warrants
or the shares of common stock underlying the warrants) were offered
and sold by USWS in a registered direct offering pursuant to an
effective shelf registration statement on Form S-3, which was filed
with the Securities and Exchange Commission (the "SEC") on
March 22, 2019 and subsequently
declared effective on April 22, 2019
(File No. 333-230471), and the base prospectus dated as of
April 22, 2019 contained therein. The
offering of the shares of common stock was made only by means of a
prospectus supplement that forms a part of the effective
registration statement. A final prospectus supplement and the
accompanying base prospectus relating to the shares of common stock
offered in the registered direct offering have been filed with the
SEC and are available on the SEC's website located at
http://www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying base prospectus may also be
obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by
phone at (212) 856-5711 or e-mail at email@example.com.
The warrants issued in the concurrent private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act"), and Regulation D promulgated thereunder and, along with the
shares of common stock underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and the underlying shares of common stock
may not be offered or sold in the United
States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein. There shall not be any offer, solicitation of an offer to
buy, or sale of 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 U.S. Well Services
U.S. Well Services, Inc. is a leading provider of hydraulic
fracturing services and a market leader in electric fracture
stimulation. The Company's patented electric frac technology
provides one of the first fully electric, mobile well stimulation
systems powered by locally-supplied natural gas, including field
gas sourced directly from the wellhead. The Company's electric frac
technology dramatically decreases emissions and sound pollution
while generating exceptional operational efficiencies, including
significant customer fuel cost savings versus conventional diesel
fleets. For more information visit: www.uswellservices.com.
Information on our website is not part of this release.
The information above includes "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. All statements, other than statements of
historical facts, included herein concerning, among other things,
the intended use of net proceeds from the offering, our ability to
perform under customer contracts and the expected impact of the
transactions on the Company's financial position and prospects, if
at all, are forward-looking statements. These forward-looking
statements may be identified by their use of terms and phrases such
as "may," "expect," "believe," "intend," "estimate," "project,"
"plan," "may," "anticipate," "will," "should," "could," and similar
terms and phrases. Although the Company believes that the
expectations reflected in these forward-looking statements are
reasonable, they do involve certain assumptions, risks and
uncertainties. These forward-looking statements represent the
Company's current expectations or beliefs concerning future events,
and it is possible that the results described in this release will
not be achieved. These forward-looking statements are subject to
certain risks, including market and other conditions, the ability
and willingness of the Organization of Petroleum Exporting
Countries ("OPEC") and non–OPEC countries, such as Russia, to set and maintain production levels
and prices for oil, and the impact of epidemics, pandemics or other
major public health issues, such as the COVID–19 coronavirus, as
well as the other risks, uncertainties and assumptions identified
in this release or as disclosed from time to time in the Company's
filings with the Securities and Exchange Commission (the "SEC").
Factors that could cause actual results to differ from the
Company's expectations include changes in market conditions and
other factors described in the Company's public disclosures and
filings with the SEC, including those described under "Risk
Factors" in its annual report on Form 10-K/A for the year
ended December 31, 2020 filed on May 17, 2021 and in its
subsequently filed quarterly reports on Form 10-Q. As a
result of these factors, actual results may differ materially from
those indicated or implied by forward-looking statements.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, the Company does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for us to predict all such factors.
Josh Shapiro, VP,
Finance and Investor Relations
Dennard Lascar Investor
Ken Dennard / Zach
SOURCE US Well Services