Core Points - KWESST Micro Systems Inc. has closed a brokered private placement offering, raising approximately CAD$3.4 million (around US$2.5 million) from an institutional accredited investor [1] - The offering included the issuance of 4,145,200 pre-funded warrants, each allowing the purchase of one common share at CAD$0.824 (US$0.592), along with common share purchase warrants exercisable at CAD$1.03 (US$0.74) for 60 months [2] - The net proceeds from the offering will be used for general working capital purposes [3] Group 1: Offering Details - ThinkEquity acted as the sole placement agent for the offering, receiving an 8.0% cash fee and warrants to purchase common shares equal to 5% of the pre-funded warrants sold [4] - The offering is subject to final approval from the TSX Venture Exchange [5] - The securities sold in the offering have not been registered under the U.S. Securities Act and cannot be offered or sold in the U.S. without registration or an exemption [6] Group 2: Related Transactions - KWESST completed a shares-for-debt transaction, issuing 119,047 common shares at a deemed price of CAD$0.84 per share to settle a debt of CAD$100,000 owed to a company controlled by the Executive Chairman [9] - This transaction is classified as a "related party transaction" under Multilateral Instrument 61-101, with exemptions from formal valuation and minority shareholder approval [9] Group 3: Compliance and Financial Position - KWESST received notification from Nasdaq regarding non-compliance with the minimum US$1.00 bid price requirement, with a deadline to regain compliance by November 12, 2024 [10] - The company estimates its unaudited pro-forma consolidated shareholders' equity to be above US$5.0 million, based on adjustments from recent offerings and transactions [11] - KWESST believes it is eligible for an additional 180-day period to regain compliance with Nasdaq requirements [12] Group 4: Company Overview - KWESST develops next-generation tactical systems for military and security forces, including digitization of tactical forces and countermeasures against various threats [13]
KWESST Announces Closing of CAD$3.4 Million Private Placement in the United States