CNEY Entered into Warrant Inducement Agreements with Certain Holders

Rhea-AI Summary

CN Energy Group (NASDAQ: CNEY) has entered into Warrant Inducement Agreements with certain holders of existing warrants issued in January 2023. The agreements involve reducing the exercise price of existing warrants from $1.4529 to $0.32 per share for up to 6,576,278 class A ordinary shares. In exchange for exercising these warrants, holders will receive new unregistered warrants with an exercise price of $0.32, exercisable until January 5, 2028.

Holders have until January 5, 2025, to exercise existing warrants at the reduced price. The company will file a registration statement for the resale of shares issued under the new warrants. As of December 4, 2024, CNEY had 8,218,764 Class A ordinary shares outstanding. Aegis Capital Corp. serves as the exclusive placement agent.

Positive

• Potential to raise immediate capital through warrant exercises
• Extended exercise period until January 5, 2028 for new warrants

Negative

• Significant reduction in warrant exercise price from $1.4529 to $0.32 (78% decrease)
• Potential dilution of existing shareholders if warrants are exercised
• Issuance of additional new warrants could lead to further dilution

Insights

Financial Analyst

This warrant modification represents a significant dilutive event for CNEY shareholders. The company is reducing the exercise price of existing warrants by 78% from $1.4529 to $0.32 per share, covering up to 6,576,278 shares. Additionally, new warrants are being issued at the same $0.32 exercise price. With only 8.2M shares currently outstanding, this could lead to substantial dilution if fully exercised. The reduced warrant price, significantly below the original terms, suggests the company is desperate to raise capital, though at unfavorable terms to existing shareholders. While this may provide near-term capital if warrant holders exercise, it comes at a steep cost to shareholder value and indicates potential financial distress.

Legal Expert

The warrant modification and new issuance are structured to comply with securities regulations, utilizing Section 4(a)(2) of the Securities Act for the new warrants while maintaining registration of the existing warrants. The company's commitment to file a registration statement for the new warrant shares demonstrates regulatory compliance and transparency. However, the substantial price reduction and extended exercise period until 2028 could raise concerns about shareholder rights and fiduciary duty. The involvement of Aegis Capital Corp. as placement agent adds credibility to the transaction structure but doesn't mitigate the dilutive impact on existing shareholders.

LISHUI, China, Dec. 5, 2024 /PRNewswire/ -- CN Energy Group. Inc. (NASDAQ: CNEY) ("CNEY" or the "Company") today announced that it entered into Warrant Inducement Agreements with certain holders (each, a "Holder") of the Company's existing ordinary share purchase warrants issued in January 2023 (the "Existing Warrants"), covering up to an aggregate of 6,576,278 class A ordinary shares of the Company, no par value (the "Ordinary Shares"), pursuant to which (i) the exercise price of the Existing Warrants will be reduced from $1.4529 per share to $0.32 per share (the "Reduced Exercise Price") to the extent exercised by each Holder, and (ii) in exchange for each Holder's cash payment of the Reduced Exercise Price of the Existing Warrants in part or whole, the Company will issue new unregistered ordinary share purchase warrants (the "New Warrants"), to incentivize the Holders to exercise the Existing Warrants in cash. The New Warrants will be immediately exercisable upon issuance, have an exercise price of $0.32 and will expire January 5, 2028. The Holders will have until January 5, 2025 to exercise such Existing Warrants at the Reduced Exercise Price and receive New Warrants.

The issuance of the Existing Warrants and the issuance of the Ordinary Shares upon exercise thereof have been registered on a registration statement previously filed with and declared effective by the Securities and Exchange Commission. The Company also agreed to file a registration statement covering the resale of the Ordinary Shares issued or issuable upon the exercise of the New Warrants (the "Warrant Shares"). The New Warrants and Warrant Shares were offered in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. As of December 4, 2024, the Company had 8,218,764 Class A ordinary shares issued and outstanding.

Aegis Capital Corp. is acting as the exclusive placement agent for the offering.

About CN Energy Group. Inc.

CN Energy Group. Inc. is currently listed on NASDAQ under the symbol "CNEY." With patented proprietary bioengineering and physiochemical technologies, CNEY has pioneered and specialized in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues, converting harmful wastes into invaluable wealth and delivering significant financial, economic, environmental and ecologic benefits. CNEY's products and services have been widely used by food and beverage producers, industrial and pharmaceutical manufacturers, as well as environmental protection enterprises. For more information, please visit the Company's website at www.cneny.com.

Forward-Looking Statements

Certain statements, other than statements of historical facts, made in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, including the further spread of the COVID-19 virus or new variants thereof, or the occurrence of another wave of cases and the impact it may have on the Company's operations and the demand for the Company's products, and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial conditions, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate, " "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to refer to its filings with SEC, including without limitation, Company's registration statements and other filings with the SEC that set forth certain risks and uncertainties that may have an impact on future results and directions of the Company.

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SOURCE CN Energy Group. Inc.

FAQ

What is the new warrant exercise price for CNEY's inducement agreements?

The new warrant exercise price is $0.32 per share, reduced from the original price of $1.4529.

When do CNEY's new warrants expire?

The new warrants will expire on January 5, 2028.

How many Class A ordinary shares does CNEY have outstanding as of December 2024?

As of December 4, 2024, CNEY had 8,218,764 Class A ordinary shares outstanding.

What is the deadline for CNEY warrant holders to exercise existing warrants at the reduced price?

Holders have until January 5, 2025, to exercise existing warrants at the reduced price of $0.32 per share.