Will not complete public offering, withdraws effectiveness of previously filed registration statement
MONTREAL, QC / ACCESSWIRE / December 14, 2023 / Vision Marine Technologies Inc. (NASDAQ:VMAR) ("Vision Marine" or the "Company"), a global leader and innovator within the performance electric recreational boating industry, announced today that it has entered into definitive securities purchase agreements with several institutional and accredited investors (the "Investors") for the sale of its preferred shares and warrants. Vision Marine sold an aggregate of 3,000 shares of its non-dividend bearing Series A Preferred Shares, with a stated value of US$1,000 per share, and Warrants to purchase up to 2,857,142 of its common shares for aggregate gross proceeds of US$3.0 million, before deducting placement agent fees and other offering expenses. Investors were also granted an option to purchase up to an additional 3,000 shares of Series A Preferred Shares and up to an additional 2,857,142 Warrants for a period of six (6) months from the execution of the definitive securities purchase agreements. The shares of Series A Preferred Shares are initially convertible into an aggregate of 2,857,142 common shares of the Company at a conversion price of $1.05 per share, as may be adjusted, for a period of twelve (12) months, at which time the Series A Preferred Shares becomes mandatorily convertible, subject to a potential price adjustment at maturity. The Warrants have an exercise price of $1.05 per share and will expire five (5) years from the date of issuance. Simultaneously with the execution of the definitive securities purchase agreement, the Company has agreed to reduce the exercise price of 2,922,935 of its previously issued warrants from US$4.05 and US$4.25 to US$1.05, which includes certain participating Investors, who have entered into warrant amendment agreements with the Company.
Joseph Gunnar & Co., LLC is acting as the exclusive placement agent for the offering.
The offering is expected to close on or about December 15, 2023, subject to satisfaction of customary closing conditions.
The securities offered in the private placement are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements.
The Company has agreed to file a registration statement with the SEC covering the resale of the common shares underlying the Series A Preferred Shares and Warrants no later than fourteen days following the closing of this transaction.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Vision Marine Technologies Inc.
Vision Marine Technologies Inc. (Nasdaq:VMAR), strives to be a guiding force for change and an ongoing driving factor in fighting the problems associated with waterway pollution by disrupting the traditional boating industry with electric power, in turn directly contributing to zero pollution, zero emission and a noiseless environment. Our Flagship E-Motion™ 180E electric marine powertrain is the first fully electric purpose-built outboard powertrain system that combines an advanced battery pack, inverter, and high efficiency motor with proprietary union assembly between the transmission and the electric motor design utilizing extensive control software. Our E-Motion™ and related technologies used in this powertrain system are uniquely designed to improve the efficiency of the outboard powertrain and, as a result, enhance both range and performance. Vision Marine continues to design, innovate, manufacture, and sell handcrafted, environmentally friendly, electric recreational boats to customers. The design and technology applied to our boats results in far greater enhanced performance in general, higher speeds, and longer range. Simply stated, a smoother ride than a traditional internal combustion engine (ICE) motorboat.
Forward-Looking Statements
Certain statements made in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the 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. For example, when Vision Marine describes benefits of the partnership with Blue Water Boat Rental, its expansion plans, and the impact of E-Motion™ 180E equipped boats, it is using forward-looking statements. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory and other factors, many of which are outside of Vision Marine's control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in Vision Marine's Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (SEC) for the year ended August 31, 2023, as such factors may be updated from time to time in Vision Marine's periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Vision Marine undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
Investor and Company Contact
Bruce Nurse
(800) 871-4274
[email protected]
SOURCE: Vision Marine Technologies Inc.