D-BOX is pleased to announce the pricing of its previously announced overnight marketed public offering (the “Offering”), whereby it will enter today into an underwriting agreement (the “Underwriting Agreement”) with a syndicate of underwriters led by Canaccord Genuity Corp., acting as the lead underwriter and sole bookrunner, and including Echelon Wealth Partners Inc. and iA Private Wealth Inc. (collectively, the “Underwriters”), to sell 38,500, 000 units of D-BOX (the “Units’) at a price of $0.13 per Unit (“Offering Price”) for aggregate gross proceeds of approximately $5 million, exclusive of the Over-Allotment Option described below.
Each Unit consists of one Class A common shares of D-BOX and one Class A common share purchase warrant (a “Warrant”). Each Warrant entitles its holder to purchase one Class A common share of D-BOX at a price of $0.16 for a period of 24 months following closing of the Offering.
D-BOX has also granted the Underwriters an option to purchase up to an additional 5,775,000 Units under the Offering at the Offering Price, exercisable in whole or in part at the sole discretion of the Underwriters, at any time up to thirty (30) days after the closing date (the “Over-Allotment Option”), for additional gross proceeds of up to $750,750.
D-BOX will file today an amended and restated preliminary short form prospectus in each of the provinces of Canada amending and restating the preliminary short form prospectus filed on February 17, 2021 to reflect the terms of the Offering. There will not be any sale of Units until a receipt for the final short form prospectus has been issued. The Offering is expected to close on or about March 4, 2021. Completion of the Offering will be subject to certain customary conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
The net proceeds from the Offering are expected to be used for growth initiatives, to provide additional working capital and for general corporate purposes, as it will be further described in the amended and restated preliminary short form prospectus.
The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
An amended and restated preliminary short form prospectus containing important information relating to the Units will be filed with the securities regulatory authorities in each of the provinces of Canada. The amended and restated preliminary short form prospectus will be subject to completion or amendment. Copies of the amended and restated preliminary short form prospectus relating to the Offering, when available, may be obtained from the Underwriters via email at email@example.com. A copy of the amended and restated preliminary short form prospectus can also be obtained, following filing thereof, under the corporate profile of D-BOX on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final short form prospectus has been issued.
D-BOX creates and redefines realistic, immersive entertainment experiences by moving the body and sparking the imagination through motion. D-BOX has collaborated with some of the best companies in the world to deliver new ways to enhance great stories. Whether it’s movies, video games, virtual reality applications, themed entertainment or professional simulation, D-BOX creates a feeling of presence that makes life resonate like never before.
D-BOX Technologies Inc. (TSX: DBO) is headquartered in Montreal with offices in Los Angeles, USA and Beijing, China. D-BOX.com
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and forward-looking information, or, collectively, forward-looking statements, within the meaning of applicable securities laws, that are based on the management of D-BOX beliefs and assumptions and on information currently available to the management of D-BOX. You can identify forward-looking statements by terms such as “may”, “will”, “should”, “could”, “would”, “outlook”, “believe”, “plan”, “envisage”, “anticipate”, “expect” and “estimate”, or the negatives of these terms, or variations of them. The forward-looking statements contained in this press release include, but are not limited to, statements regarding the offer and sale of Units, the entering into of the underwriting agreement, the use of proceeds from the Offering, the grant to the Underwriters of the Over-Allotment Option, the timing regarding the closing date of the Offering, and the listing of the Class A common shares and Warrants on the Toronto Stock Exchange.
Forward-looking statements are based upon a number of assumptions and include, but are not limited to, the following: the Covid-19 pandemic will have limited adverse effect on the Offering and the timelines to close the Offering, the proceeds from the Offering will be allocated for the activities set forth herein and D-BOX will have enough funds to carry out its business plan.
Forward-looking statements are subject to a variety of risks and uncertainties, many of which are beyond D-BOX’s control, that could cause its actual results to differ materially from those that are disclosed in or implied by the forward-looking statements contained in this press release. These risks and uncertainties include, among others, the risk that the Offering does not close as a result of certain events triggering the right of the Underwriters to exercise their market out provisions, the Toronto Stock Exchange not listing the additional Class A common shares and Warrants to be issued under the Offering, and a resurgence in the Covid-19 pandemic adversely affecting D-BOX’s activities and those of its clients, suppliers and third-party service providers.
We refer potential investors to the “Risk Factors” section of the annual information form of D-BOX dated July 3, 2020 and the preliminary short form prospectus, which are available under D-BOX’s profile on SEDAR at www.sedar.com, for additional risks regarding the conduct of D-BOX’s business and D-BOX. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking statements.
Forward-looking statements reflect D-BOX’S current expectations regarding future events and speak only as of the date of this press release and D-BOX does not undertake any obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise, except as may be required by applicable law.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Vice President Investor Relations and Corporate Strategy – D-BOX Technologies Inc.
450-442-3003, ext. 403