Mar 20, 2023 6:30 AM
Up to Five Million Preferred Shares Would Be Exchanged at a Ratio of Three Preferred Shares for Approximately 200 Shares of Common Stock (For an Aggregate of 333,333,333 Shares of Common Stock)
The Holders of the Preferred Stock Would Be Entitled to Receive Dividends of the Company’s
The terms of the Preferred Stock represent a 66.67% premium to the closing share price of
The exchange offer will require that a minimum of 150 million shares of Common Stock be tendered by common stockholders. To avoid issuing fractional shares, the exchange offer is structured in increments of 200 shares of Common Stock such that every 200 shares of Common Stock is exchangeable into three shares of Preferred Stock.
The annual ten percent (10%) dividend is payable in the form of cash or Common Stock. Dividends in Common Stock will be based on the 10-day volume-weighted average closing bid price immediately prior to the record date for such dividend payment.
Further, the term of the Preferred Stock would be perpetual, subject to the Company’s right, commencing two (2) years from issuance, to redeem the Preferred Stock, in whole or in part, at a cash redemption price of
The Preferred Stock will not be convertible into Common Stock, carry voting rights other than as required by applicable law, or provide for preemptive rights.
The holders of the Preferred Stock would be entitled to receive dividends of the Company’s majority-owned subsidiaries Imperalis Holding Corp. (sometimes referred to as TurnOnGreen) and Giga-tronics Incorporated based on the number of shares of Common Stock exchanged for Preferred Stock, ensuring that common stockholders who exchange their shares of Common Stock will have the ability to participate in the distribution of such shares.
The exchange offer for Common Stock is expected to commence during March of 2023 and is subject to regulatory approval and other customary closing conditions. Details regarding the offer and instructions for stockholders interested in participating will be provided in the Offer to Exchange and related documents, which will be filed with the
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the Preferred Stock or any other securities. Any solicitation of offers to exchange Common Stock for the Preferred Stock will only be made pursuant to an Offer to Exchange and related materials to be sent by the Company to its stockholders on the commencement of the proposed exchange offer. The exchange offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Preferred Stock will be made only by means of the Offer to Exchange. The exchange offer documents will be available without charge at the
It is anticipated that the Offer will be made pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) thereof. Under that exemption, if Common Stock exchanged is freely tradeable, the Preferred Stock received in exchange therefor will be freely tradeable. If the Common Stock is restricted, the Preferred Stock will be restricted to the same degree.
Prior to making any decision to exchange their shares of Common Stock, investors and stockholders are strongly encouraged to read the exchange offer documents carefully, as they contain important information about the offer, including the terms and conditions. Stockholders with questions or concerns should consult their financial advisors before making any investment decisions related to the tender offer, the preferred stock issuance, or the distribution of the shares of Imperalis Holding Corp. (sometimes referred to as TurnOnGreen) and Giga-tronics Incorporated.
For more information on
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. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the
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