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Arbe Robotics, Ltd. Announces Pricing of up to $49 Million Public Offering

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Arbe Robotics (NASDAQ: ARBE) announced pricing of a $49 million public offering, comprising $15 million upfront through 8,250,000 ordinary shares at $1.82 per share, with potential additional proceeds of $34.4 million through warrant exercises. The offering includes Tranche A Warrants with $2.35 exercise price expiring November 2029, and Tranche B Warrants at $1.82 exercise price tied to specific milestones. Canaccord Genuity is the sole bookrunner, with Roth Capital Partners as co-manager. The offering is expected to close around November 4, 2024, with proceeds intended for working capital and general corporate purposes.

Arbe Robotics (NASDAQ: ARBE) ha annunciato il prezzo di un offerta pubblica di $49 milioni, composta da $15 milioni upfront attraverso 8.250.000 azioni ordinarie a $1,82 per azione, con possibili ulteriori proventi di $34,4 milioni tramite esercizi di warrant. L'offerta include Warrant Tranche A con un prezzo di esercizio di $2,35 che scadranno a novembre 2029, e Warrant Tranche B con un prezzo di esercizio di $1,82 legato a specifici traguardi. Canaccord Genuity è il bookrunner esclusivo, con Roth Capital Partners come co-manager. L'offerta dovrebbe chiudersi intorno al 4 novembre 2024, con proventi destinati a capitale circolante e scopi aziendali generali.

Arbe Robotics (NASDAQ: ARBE) anunció el precio de una oferta pública de $49 millones, compuesta por $15 millones iniciales a través de 8,250,000 acciones ordinarias a $1.82 por acción, con posibles ingresos adicionales de $34.4 millones a través del ejercicio de warrants. La oferta incluye Warrants Tranche A con un precio de ejercicio de $2.35 que vencen en noviembre de 2029, y Warrants Tranche B a $1.82 de precio de ejercicio ligados a hitos específicos. Canaccord Genuity es el único bookrunner, con Roth Capital Partners como co-manager. Se espera que la oferta cierre alrededor del 4 de noviembre de 2024, con ingresos destinados a capital de trabajo y propósitos corporativos generales.

아르베 로보틱스 (NASDAQ: ARBE)는 4,900만 달러 규모의 공모 가격을 발표했습니다. 이는 82만 5천 주의 보통주를 주당 1.82달러에 발행하여 선지급된 1,500만 달러로 구성되며, 워런트 행사로 추가 3,440만 달러의 가능성을 포함합니다. 제안서에는 2029년 11월 만료되는 2.35달러의 행사 가격을 가진 A 분할 워런트와 특정 이정표에 연동된 1.82달러의 행사 가격을 가진 B 분할 워런트가 포함되어 있습니다. 카나코드 제누이티가 단독 북러너 역할을 하며, 로스 캐피탈 파트너스가 공동 관리자로 참여합니다. 이번 제안은 2024년 11월 4일 경에 마감될 예정이며, 자금은 운영 자본 및 일반 회사 목적에 사용될 예정입니다.

Arbe Robotics (NASDAQ: ARBE) a annoncé le prix d'une offre publique de 49 millions de dollars, composée de 15 millions de dollars initiaux par le biais de 8 250 000 actions ordinaires au prix de 1,82 $ par action, avec des produits supplémentaires potentiels de 34,4 millions de dollars par le biais d'exercices de warrants. L'offre comprend des Warrants Tranche A avec un prix d'exercice de 2,35 $ qui expirent en novembre 2029, et des Warrants Tranche B au prix d'exercice de 1,82 $ liés à des étapes spécifiques. Canaccord Genuity est le bookrunner exclusif, avec Roth Capital Partners comme co-manager. L'offre devrait se clôturer autour du 4 novembre 2024, les produits étant destinés à des besoins en fonds de roulement et à des fins d'entreprise générales.

Arbe Robotics (NASDAQ: ARBE) kündigte den Preis einer 49-Millionen-Dollar-Öffnung an, die aus 15 Millionen Dollar im Voraus durch 8.250.000 Stammaktien zu einem Preis von 1,82 Dollar pro Aktie besteht, mit potenziellen zusätzlichen Erlösen von 34,4 Millionen Dollar durch die Ausübung von Warrants. Das Angebot umfasst Tranche A Warrants mit einem Ausübungspreis von 2,35 Dollar, die im November 2029 auslaufen, und Tranche B Warrants mit einem Ausübungspreis von 1,82 Dollar, die an spezifische Meilensteine gebunden sind. Canaccord Genuity ist der alleinige Bookrunner, während Roth Capital Partners als Co-Manager fungiert. Mit Abschluss der Angebotsrunde wird um den 4. November 2024 gerechnet, wobei die Erlöse für Betriebskapital und allgemeine Unternehmenszwecke vorgesehen sind.

Positive
  • Secured immediate funding of $15 million through public offering
  • Potential for additional $34.4 million through warrant exercises
  • Working with established financial institutions as underwriters
Negative
  • Significant shareholder dilution through issuance of 8,250,000 new shares
  • Offering price of $1.82 per share may indicate weak market position
  • Additional dilution possible if warrants are exercised
  • Complex warrant structure suggests challenging fundraising environment

Insights

This $49 million public offering signals significant capital raising activity for Arbe Robotics, structured as $15 million upfront with potential for additional $34 million through warrants. The offering's complex structure includes ordinary shares at $1.82 per share with two warrant tranches - Tranche A at $2.35 and Tranche B at $1.82.

The Tranche B warrants are particularly noteworthy, being tied to a future European OEM supply agreement and specific stock performance metrics. With a current market cap of $147 million, this offering represents substantial dilution but provides important working capital. The involvement of Canaccord Genuity as sole bookrunner adds credibility, though the warrant exercise remains uncertain given market conditions and execution requirements.

The offering's structure reveals strategic positioning in the automotive radar market, particularly targeting European OEM partnerships. The milestone-linked warrants suggest confidence in securing a major supply agreement, though the 23.5% premium on Tranche A warrants indicates cautious optimism. The volume requirements of 250,000 shares and $2.25 VWAP threshold for Tranche B activation present significant hurdles, reflecting a balance between raising immediate capital and incentivizing future growth milestones.

$15 million upfront with up to an additional $34 million of aggregate gross proceeds upon the exercise in full for cash of long-term and milestone-linked warrants

TEL AVIV, ISRAEL, Nov. 01, 2024 (GLOBE NEWSWIRE) -- Arbe Robotics Ltd. (NASDAQ, TASE: ARBE) (“Arbe” or the “Company”), a global leader in Perception Radar Solutions, today announced the pricing of a public offering of an aggregate of 8,250,000 ordinary shares (or pre-funded warrants in lieu thereof) accompanied by Tranche A Warrants to purchase up to 8,250,000 ordinary shares and Tranche B Warrants to purchase up to 8,250,000 ordinary shares, at a combined public offering price of $1.82 per share (or per pre-funded warrant in lieu thereof) and accompanying Tranche A Warrant and Tranche B Warrant. The Tranche A Warrants will have an exercise price of $2.35 per share, will be immediately exercisable upon issuance and will expire on November 4, 2029. The Tranche B Warrants will have an exercise price of $1.82 per share, will be immediately exercisable upon issuance and will expire on the earlier of (A) twenty (20) trading days after (i) the Company shall have publicly announced that it has entered into a definitive supply agreement with a named European automotive original equipment manufacturer (the “Definitive Agreement Announcement”), (ii) the VWAP (as defined in the Tranche B Warrant) for each trading day in any period of ten (10) consecutive trading days within one calendar year of the date of the Definitive Agreement Announcement (such ten-day period, the “Measurement Period,” and such one-year period, the “Definitive Agreement Announcement Period”) is equal to or exceeds $2.25 (subject to certain adjustments), (iii) the trading volume of the ordinary shares (as reported by Bloomberg L.P.) on each trading day of the Measurement Period is at least 250,000 ordinary shares (subject to certain adjustments), and (iv) the ordinary shares underlying the Tranche B Warrants and any ordinary shares issuable upon the exercise of any pre-funded warrants issued upon the exercise of a Tranche B Warrant (collectively, the “Saleable Shares”) are then covered by an effective registration statement and a current prospectus which can be used for the sale or other disposition of the Saleable Shares and we have no reason to believe that such registration statement and prospectus will not continue to be available for the Saleable Shares for the next thirty (30) trading days ((i) – (iv) collectively, the “Triggering Event”), and (B) November 4, 2027. The closing of the offering is expected to occur on or about November 4, 2024, subject to the satisfaction of customary closing conditions.

Canaccord Genuity is acting as the sole bookrunner for the offering. Roth Capital Partners is acting as the co-manager for the offering.

The aggregate gross proceeds to the Company from this offering are expected to be approximately $15 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Tranche A Warrants and Tranche B Warrants, if fully exercised on a cash basis, will be approximately $34.4 million. No assurance can be given that any of the Tranche A Warrants or Tranche B Warrants will be exercised. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-269235), as amended, originally filed on January 13, 2023, with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on February 24, 2023. The offering is being made only by means of a prospectus and a prospectus supplement which forms a part of the effective registration statement relating to the offering. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and a final prospectus supplement and prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting Canaccord Genuity LLC, Attn: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com

This press release shall not constitute an offer to sell or a 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 the registration or qualification under the securities laws of any such state or other jurisdiction.

About Arbe Robotics, Ltd.

Arbe (Nasdaq: ARBE), a global leader in Perception Radar solutions, is spearheading a radar revolution, enabling safe driver-assist systems today while paving the way to full autonomous-driving. Arbe's radar technology is 100 times more detailed than any other radar on the market and is a critical sensor for L2+ and higher autonomy. The company is empowering automakers, Tier 1 suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with advanced sensing and paradigm changing perception. Arbe is based in Tel Aviv, Israel, and has offices in China, Germany, and the United States.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The words "expect," "believe," "estimate," "intend," "plan," "anticipate," "may," "should," "strategy," "future," "will," "project," "potential" and similar expressions indicate forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, and include, but are not limited to, statements or expectations regarding the timing and completion of the offering, anticipated gross proceeds from the offering, the anticipated use of net proceeds from the offering, the ability of the Company to achieve certain milestone events, the exercise of the Tranche A Warrants and Tranche B Warrants upon the achievement of such milestone events or otherwise prior to their expiration, and the total number of securities to be issued in the offering. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to the effect on the Israeli economy generally and on the Company's business resulting from the terrorism and the hostilities in Israel and with its neighboring countries including the effects of the continuing war with Hamas and any further intensification of hostilities with others, including Iran and Hezbollah, and the effect of the call-up of a significant portion of its working population, including the Company's employees; the effect of any potential boycott both of Israeli products and business and of stocks in Israeli companies; the effect of any downgrading of the Israeli economy and the effect of changes in the exchange rate between the US dollar and the Israeli shekel; the Company's ability to meet the conditions to the release from escrow of the proceeds from its recent sale of convertible debentures; the Company's ability to generate additional OEM selections and substantial orders and the risk and uncertainties described in "Cautionary Note Regarding Forward-Looking Statements," "Item 3. Key Information – D. Risk Factors" and "Item 5. Operating and Financial Review and Prospects" and in the Company's Annual Report on Form 20-F for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the "SEC") on March 28, 2024, as well as other documents filed by the Company with the SEC. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Information contained on, or that can be accessed through, the Company's website or any other website or any social media is expressly not incorporated by reference into and is not a part of this press release.


FAQ

What is the total value of Arbe Robotics' (ARBE) November 2024 public offering?

The total potential value is up to $49 million, comprising $15 million upfront and potential additional proceeds of $34.4 million through warrant exercises.

What is the price per share for Arbe Robotics' (ARBE) November 2024 offering?

The combined public offering price is $1.82 per share, including accompanying Tranche A and Tranche B Warrants.

When do the Tranche A Warrants for Arbe Robotics (ARBE) expire?

The Tranche A Warrants expire on November 4, 2029, with an exercise price of $2.35 per share.

How will Arbe Robotics (ARBE) use the proceeds from the November 2024 offering?

The company intends to use the net proceeds for working capital and general corporate purposes.

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