Latest news with #CommonStock
Business Wire
02-07-2025
- Business
- Business Wire
AeroVironment, Inc. Announces Pricing of Upsized Offerings of Common Stock And 0% Convertible Senior Notes Due 2030
ARLINGTON, Va.--(BUSINESS WIRE)--AeroVironment, Inc. (NASDAQ: AVAV) (the 'Company') today announced the pricing of its upsized underwritten public offering of 3,528,226 shares of its common stock (the 'Common Stock') at a public offering price of $248.00 per share (such offering, the 'Common Stock Offering'), and its upsized underwritten public offering of $650,000,000 aggregate principal amount of its 0% convertible senior notes due 2030 (the 'Convertible Notes' and such offering, the 'Convertible Notes Offering'). The aggregate net proceeds to the Company from the Common Stock Offering and the Convertible Notes Offering, after deducting underwriting discounts and other estimated offering expenses, are expected to be approximately $1.47 billion. The Company expects to use approximately $965.3 million of the net proceeds from the Common Stock Offering and the Convertible Notes Offering to repay indebtedness under its term loan and outstanding borrowings under its revolving credit facility, and the remainder for general corporate purposes, including to increase manufacturing capacity. The Company has granted the underwriters of the offerings a 30-day option to purchase up to an additional 529,234 shares of Common Stock at the public offering price less the underwriting discount in the Common Stock Offering and a 30-day option to purchase up to an additional $97,500,000 aggregate principal amount of Convertible Notes solely to cover over-allotments, if any, in the Convertible Notes Offering. The Convertible Notes will be convertible at the option of the holders if certain conditions are met and during certain periods, based on an initial conversion rate of 3.1017 shares of Common Stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $322.40 per share of Common Stock, representing a premium of approximately 30% above the public offering price per share of Common Stock in the Common Stock Offering. The Company will settle conversions of the Convertible Notes by paying or delivering, as applicable, cash or a combination of cash and shares of Common Stock, at the Company's election. Both the Common Stock Offering and the Convertible Notes Offering are expected to close on July 3, 2025, in each case, subject to satisfaction of customary closing conditions. The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering. J.P. Morgan and BofA Securities are acting as lead book-running managers and as representatives of the underwriters for the Common Stock Offering and the Convertible Notes Offering. Raymond James, RBC Capital Markets, William Blair, Baird and BNP Paribas are acting as joint book-running managers for the Common Stock Offering and the Convertible Notes Offering. BTIG, Citizens Capital Markets and BMO Capital Markets are acting as co-managers for the Common Stock Offering. US Bancorp, Citizens Capital Markets and BMO Capital Markets are acting as co-managers for the Convertible Notes Offering. The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the 'SEC') as well as preliminary prospectus supplements with respect to each of the offerings to which this communication relates. Before you invest, you should read the applicable preliminary prospectus supplement and the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may obtain these documents by visiting EDGAR on the SEC's website at Alternatively, the Company, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable preliminary prospectus supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@ and postsalemanualrequests@ or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or e-mail: This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of Common Stock, the Convertible Notes, any shares of Common Stock issuable upon conversion of the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction. ABOUT AEROVIRONMENT, INC. AeroVironment (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The Company develops and deploys autonomous systems, precision strike systems, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today's warfighter and tomorrow's conflicts. With a national manufacturing footprint and a deep innovation pipeline, the Company delivers proven systems and future-defining capabilities with speed, scale, and operational relevance. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain of the statements contained or referred to herein, including those regarding the proposed offerings, should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as 'anticipate,' 'approximate,' 'believe,' 'plan,' 'estimate,' 'expect,' 'project,' 'could,' 'should,' 'strategy,' 'will,' 'intend,' 'may' and other similar expressions or the negative of such words or expressions. Statements in this press release concerning the Common Stock Offering and the Convertible Notes Offering, our ability to complete such offerings on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management's best judgment based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which the Company operates to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world, as well as those set forth in AeroVironment, Inc.'s Annual Report on Form 10-K for the year ended April 30, 2025 (especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company's other filings with the SEC. Other unknown or unpredictable factors also could have a material adverse effect on the Company's business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
Yahoo
01-07-2025
- Business
- Yahoo
Lixte Biotechnology Holdings, Inc. Announces $5.0 Million Private Placement Priced at the Market
PASADENA, CALIF, July 01, 2025 (GLOBE NEWSWIRE) -- Lixte Biotechnology Holdings, Inc. (NASDAQ: LIXT) (the 'Company'), a clinical stage pharmaceutical company, today announced that, on June 30, 2025 intraday, it entered into a definitive agreement with accredited investors on the purchase and sale of approximately $5.0 million of shares of Common Stock (or Pre-Funded Warrants), Series B Convertible Preferred Stock and Common Warrants. The offering was priced at the market under Nasdaq rules. The offering consists of the sale of an aggregate of 2,382,084 shares of Common Stock (or Pre-funded Warrants in lieu thereof), 3,573,130 shares of Series B Convertible Preferred Stock and 6,355,214 Common Warrants. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.00001 and may be exercised at any time until exercised in full. The initial exercise price of each Common Warrant is $1.00 per share of Common Stock. The Common Warrants are exercisable immediately and expire 60 months after the resale registration statement registering the underlying shares is declared effective. Aggregate gross proceeds to the Company are expected to be approximately $5.0 million, $4.0 million of which will be paid at closing and $1.0 million of which will be paid when the resale registration statement registering Common Stock and the underlying shares is declared effective. The transaction is expected to close on or about July 2, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital. Spartan Capital Securities, LLC is acting as exclusive placement agent for the private placement. TroyGould PC is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Spartan Capital Securities, LLC. The securities described above are being sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the 'Securities Act'), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants and warrants. 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 these 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 Lixte Biotechnology Holdings, Inc. LIXTE Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical company focused on new targets for cancer drug development and developing and commercializing cancer therapies. LIXTE has demonstrated that its first-in-class lead clinical PP2A inhibitor, LB-100, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on extensive published preclinical data (see LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with lead compound, LB-100, is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new treatment paradigm. LIXTE's new approach is covered by a comprehensive patent portfolio. Proof-of-concept clinical trials are currently in progress for colon, small cell lung and sarcoma cancers. Additional information about LIXTE can be found at Forward-Looking Statements The foregoing material may contain 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as 'may,' 'will,' 'expect,' 'project,' 'estimate,' 'anticipate,' 'plan,' 'believe,' 'potential,' 'should,' 'continue' or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. info@ General Phone: (631) 830-7092; Investor Phone: (888) 289-5533orPondelWilkinson Inc. Investor Relations pwinvestor@ Roger Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
30-06-2025
- Business
- Yahoo
Empire Petroleum Announces Record Date for Proposed Rights Offering
TULSA, Okla., June 30, 2025--(BUSINESS WIRE)--Empire Petroleum Corporation (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, announced today that its Board of Directors has fixed the close of business on July 10, 2025 as the record date (the "Record Date") for a subscription rights offering ("Rights Offering") pursuant to which it intends to raise gross proceeds of up to approximately $5.0 million, including $2.5 million of gross proceeds from the exercise of the warrants. The Company will distribute at no charge to holders of its common stock, par value $0.001 per share ("Common Stock"), as of the close of business on the Record Date one subscription right for each share of Common Stock owned by such holder. Each subscription right will entitle the holder to purchase one unit, each unit consisting of 0.0139 shares of common stock and one rights warrant to purchase 0.0136 shares of common stock, at $5.30 per unit. If fully subscribed, this would result in the issuance of an aggregate of approximately 471,698 shares of Common Stock and up to an additional 457,875 shares of Common Stock upon exercise of the warrants. The subscription rights and warrants are non-transferable, and will not be listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercise their subscription rights will be entitled to over-subscribe for additional units, subject to proration. The Rights Offering is expected to expire at 5:00 p.m., Eastern Time, on July 25, 2025. Holders of subscription rights who hold their shares directly will receive a prospectus, a prospectus supplement, a letter from Empire describing the Rights Offering, and a subscription rights certificate. Those holders who intend to exercise their subscription rights and over-subscription rights should review all of these materials, properly complete and execute the subscription rights certificates, and deliver the subscription rights certificates and full payment to Securities Transfer Corporation, the subscription agent for the Rights Offering, at the address set forth in the prospectus supplement. The Rights Offering will be more fully described in the prospectus supplement filed with the Securities and Exchange Commission ("SEC") on or about the Record Date. Once available, a copy of the prospectus, prospectus supplement or further information with respect to the Rights Offering may be obtained by contacting Securities Transfer Corporation, the subscription and information agent for the Rights Offering, at (469) 633-0101. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. About Empire Petroleum Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies with its existing portfolio of wells. More information about Empire can be found at Safe Harbor Statement This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company's estimates, strategy and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company's reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, and its other filings with the SEC. Readers and investors are cautioned that the Company's actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company's ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, and other risks and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise. View source version on Contacts Empire Petroleum Corporation:Mike Morrisett, President and CEO539-444-8002info@ Kali CarterCommunications & Investor Relations Manager918-995-5046IR@
Business Wire
30-06-2025
- Business
- Business Wire
ClearOne, Inc. Announces a Special One-time Stock Dividend
SALT LAKE CITY--(BUSINESS WIRE)--ClearOne (NASDAQ: CLRO) today announced that its Board of Directors has declared a one-time special stock dividend on the Company's issued and outstanding shares of common stock, par value $0.001 per share (the 'Common Stock'), and any Common Stock equivalents with dividend rights (the 'Common Stock Equivalents'), to provide its legacy stockholders with a 100% stake in the proceeds from any eventual sale of all or substantially all of the Company's current assets and operations in one or more transactions (collectively, the 'Asset Sale'). This Special Stock Dividend is part of the Company's ongoing strategic process and in support of its previously disclosed plan to pursue one or more transactions, including the Asset Sale, and involves issuing to holders of Common Stock and Common Stock Equivalents one share of the Company's Class A Redeemable Preferred Stock, par value $0.001 per share (the 'Class A Preferred Stock'), for every issued and outstanding share of Common Stock and Common Stock Equivalent. Upon the completion of any Asset Sale, which may occur in one or a series of transactions, the Class A Preferred Stock shall be redeemed by the Company for 100% of the net proceeds of any such Asset Sale. The Special Stock Dividend will be payable on July 18, 2025 to stockholders of record as of July 11, 2025. Because the Special Stock Dividend exceeds twenty-five percent (25%) of the value of the Common Stock, in accordance with FINRA UPC (Uniform Practice Code) Rule 11140, a stockholder of the Company that sells shares of Common Stock on or prior to the payment date of July 18, 2025 will not receive the Special Stock Dividend for the shares of Common Stock that are sold. Even though this dividend announcement is a special one-time event, the declaration of dividends in the future is subject to the discretion of the ClearOne Board of Directors, which will evaluate the possibility of future dividend distributions from time-to-time based on factors that the Board of Directors deem relevant. However, no additional dividends have been authorized nor are contemplated at this time. About ClearOne ClearOne is a global market leader enabling conferencing, collaboration, and network streaming solutions. The performance and simplicity of its advanced, comprehensive solutions offer unprecedented levels of functionality, reliability, and scalability. Visit ClearOne at This release contains "forward-looking" statements that are based on present circumstances and on ClearOne's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements, including the expected future sales of the Company's assets, payment of dividends, redemption of the Class A Preferred Stock, and any statements of the plans and objectives of management for future operations and forecasts of future growth and value, are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release and ClearOne assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.
Business Wire
27-06-2025
- Business
- Business Wire
McGraw Hill Announces Filing of Registration Statement for Proposed Initial Public Offering
COLUMBUS, Ohio--(BUSINESS WIRE)--McGraw Hill, Inc. ('McGraw Hill') today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the 'SEC') relating to the proposed initial public offering of shares of its common stock (the 'Common Stock'). The number of shares to be offered and the price range for the proposed offering have not yet been determined. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size, price or other terms of the offering. McGraw Hill intends to list its Common Stock on the New York Stock Exchange under the ticker symbol 'MH.' Goldman Sachs & Co. LLC is acting as book-running manager for the proposed offering and as representative of the underwriters for the proposed offering. BMO Capital Markets, J.P. Morgan, Macquarie Capital, Morgan Stanley, Deutsche Bank Securities, and UBS Investment Bank, are acting as bookrunners for the proposed offering. Baird, BTIG, Needham & Company, Rothschild & Co, Stifel, and William Blair, are acting as co-managers for the proposed offering. The proposed offering will be made only by means of a prospectus. Once available, a copy of the preliminary prospectus relating to the proposed offering may be obtained from: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282 (Tel: 866-471-2526) or by e-mail at prospectus-ny@ A registration statement relating to the Common Stock has been filed with the SEC but has not yet become effective. The Common Stock may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Common Stock, nor shall there be any sale of the Common Stock in any state or 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 jurisdiction. About McGraw Hill McGraw Hill is a leading global provider of education solutions for preK-12, higher education and professional learning, supporting the evolving needs of millions of educators and students around the world. We provide trusted, high-quality content and personalized learning experiences that use data, technology and learning science to help students progress towards their goals. Through our commitment to fostering a culture of innovation and belonging, we are dedicated to improving outcomes and access to education for all. We have over 30 offices across North America, Asia, Australia, Europe, the Middle East and South America, and make our learning solutions available in more than 80 languages.
