DMS Announces Private Placement of Convertible Preferred Stock

Rhea-AI Summary

Digital Media Solutions, Inc. (NYSE: DMS) announced a securities purchase agreement to sell 80,000 shares of Series A and 60,000 shares of Series B convertible preferred stock for $14 million, at a 10% discount to the stated value of $15.54 million. The offering also includes warrants for 14,444,444 shares of Class A common stock at $0.6453 per share. Key investors include Leo Investors and Lion Capital. The transaction is expected to close around March 30, 2023, concurrent with the ClickDealer acquisition. This financing is seen as a strong endorsement from existing shareholders and aims to strengthen DMS's balance sheet to support its growth initiatives.

Positive

• Raised $14 million from convertible preferred stock offering.
• 10% discount on preferred stock enhances value for shareholders.
• Strong participation from existing shareholders indicates confidence.
• Funds will support strategic growth initiatives.

Negative

• None.

CLEARWATER, Fla.--(BUSINESS WIRE)-- Digital Media Solutions, Inc. (NYSE: DMS) (the “Company”), today announced that it has entered into a securities purchase agreement with certain purchasers, including existing shareholders and officers, to purchase 80,000 shares of Series A convertible preferred stock and 60,000 shares of Series B convertible preferred stock, for an aggregate purchase price of $14.0 million. The purchase price represents a 10% discount to the aggregate stated value of the preferred stock of $15.54 million. At signing, the Company issued to the purchasers in the offering warrants to acquire 14,444,444 shares of Class A common stock of the Company at $0.6453 per share. The closing of the offering is expected to occur concurrently with the previously announced ClickDealer transaction on or about March 30, 2023, subject to the satisfaction of customary closing conditions.

The Series B convertible preferred stock issued in the transaction will be purchased by Leo Investors, Lion Capital and Messrs. Joseph Marinucci, Fernando Borghese and Matthew Goodman, founders of the Company.

“DMS was able to execute this financing from a combination of new and existing institutional investors, as well as certain founders of the company, which shows incredible support among existing shareholders. This transaction helps bolster the DMS balance sheet and, together with the acquisition of ClickDealer, will help position DMS to execute on our key strategic growth initiatives,” stated Joe Marinucci, CEO of DMS.

A.G.P./Alliance Global Partners is acting as the financial advisor in connection with the offering.

The Series A and Series B preferred stock and shares of common stock into which these preferred shares are convertible are being issued in reliance upon the exemption from the securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506 of Regulation D as promulgated by SEC under the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such 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 Digital Media Solution

Digital Media Solutions, Inc. (NYSE: DMS) is a leading provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Learn more at https://digitalmediasolutions.com.

Forward-Looking Statement

This press release includes “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are made in reliance upon the “safe harbor” protections provided by such acts for forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including the ability of DMS to close the offering and the ClickDealer transaction when anticipated and those under “Risk Factors” in DMS’s Annual Report on Form 10-K and its subsequent filings with the SEC. There may be additional risks that we consider immaterial or which are unknown, and it is not possible to predict or identify all such risks. DMS cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. DMS does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230329005621/en/

Investor Contact:

Jennyfer Enamorado

727-537-6639

investors@dmsgroup.com

For inquiries related to media, contact marketing@dmsgroup.com

Source: Digital Media Solutions, Inc.

FAQ

What is the significance of the $14 million securities purchase agreement by DMS?

The $14 million agreement helps bolster DMS's balance sheet and supports its strategic growth plans.

Who are the key investors in the DMS securities offering?

Key investors include Leo Investors, Lion Capital, and founders Joseph Marinucci, Fernando Borghese, and Matthew Goodman.

When is the DMS securities offering expected to close?

The offering is expected to close around March 30, 2023, in conjunction with the ClickDealer transaction.

What type of stock is being offered in DMS's recent agreement?

DMS is offering Series A and Series B convertible preferred stock.

How many warrants are included in the DMS securities offering?

The offering includes warrants for 14,444,444 shares of Class A common stock at a price of $0.6453 per share.