KWESST Micro Systems Inc. Announces Proposed United States Public Offering
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Insights
The announcement of KWESST Micro Systems Inc.'s intention to conduct a public offering in the United States is a strategic move that could have a significant impact on the company's financial health and stock performance. The decision to offer common shares or pre-funded warrants provides the company with a mechanism to raise capital, which is essential for funding working capital requirements and advancing business objectives.
From a financial standpoint, the offering's success will hinge on market conditions, investor sentiment and the perceived value of KWESST's business model and growth potential. The grant of a 45-day option for the underwriter to purchase additional shares to cover over-allotments is a common practice that can stabilize the stock price post-offering but may lead to dilution of existing shareholders' equity if exercised.
Investors will be closely monitoring the size and terms of the offering, as these details will directly affect the company's market capitalization and the stock's future price movements. The use of a shelf registration statement on Form F-3 indicates that KWESST has planned this offering in advance, allowing for a more expedited process. However, the market's reaction will ultimately determine the offering's attractiveness and its impact on the company's capital structure.
The timing and market conditions are critical factors for KWESST's public offering. The defense sector, where KWESST operates, is subject to both cyclical and geopolitical influences that can affect investor appetite. The company's choice of ThinkEquity as the sole book-running manager suggests confidence in their ability to manage the offering and potentially attract institutional investors.
Analysing the broader market trends, investors may compare this offering to similar events in the industry, looking for patterns in terms of the success rate and post-offering performance. It's also important to note the potential impact on KWESST's stock liquidity, as a successful offering could increase the public float, enhancing trading volume but also possibly leading to greater stock price volatility.
The strategic use of the proceeds for working capital and corporate purposes suggests an investment in the company's operational capabilities, which could be a positive sign for long-term growth. However, the lack of specificity in the use of proceeds might raise questions among investors seeking a more detailed roadmap for the company's future investments.
From a legal perspective, the offering's compliance with SEC regulations, as evidenced by the use of a shelf registration statement on Form F-3, is essential for the legitimacy and smooth execution of the public offering. The preliminary prospectus supplement and the accompanying prospectus are key documents that will provide investors with the necessary information to make an informed decision.
It is important for potential investors to review the prospectus supplement and the accompanying prospectus, along with the company's other SEC filings, to understand the risks and opportunities associated with the offering. Any discrepancies or omissions in these documents could lead to legal complications and impact investor confidence.
The legal framework governing public offerings includes provisions for investor protection, such as the requirement for full disclosure. The effectiveness of the registration statement and the role of ThinkEquity as the book-runner are indicative of a structured approach to the offering, which may provide a level of reassurance to potential investors about the company's regulatory compliance.
Ottawa, Ontario--(Newsfile Corp. - April 3, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (NASDAQ: KWE.WT.U) ("KWESST" or the "Company") today announced that it intends to offer to sell common shares (and/or pre-funded warrants ("Pre-funded Warrants") in lieu thereof) in an underwritten United States public offering. All of the common shares (and/or Pre-funded Warrants) are to be sold by the Company.
ThinkEquity is acting as sole book-running manager for the offering.
The Company expects to grant the underwriter a 45-day option to purchase up to an additional
The Company intends to use the net proceeds from the offering primarily for working capital requirements, general corporate purposes and the advancement of its business objectives.
The securities will be offered and sold pursuant to a prospectus supplement to the Company's shelf registration statement on Form F-3 (File No. 333-277196), including a base prospectus, filed with the United States Securities and Exchange Commission (the "SEC") on February 20, 2024 and declared effective on March 4, 2024. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov/edgar. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. Before investing in this offering, interested parties should read in the entirety the preliminary prospectus supplement and the accompanying prospectus, and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
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 such state or jurisdiction.
About KWESST
KWESST (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (FSE: 62UA) develops and commercializes breakthrough next-generation tactical systems for military and security forces. The company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other KWESST products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK. The company also has a new proprietary non-lethal product line branded PARA OPSTM with application across all segments of the non-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada with operations in Guelph, Ontario Canada, and Youngsville, North Carolina, USA as well as representative offices in London, UK and Abu Dhabi, UAE.
For more information, please visit https://kwesst.com/.
Contact:
Kris Denis, CFO and Chief Compliance Officer: 613-250-9752 denis@kwesst.com
David Luxton, Executive Chairman: luxton@kwesst.com
Sean Homuth, President and CEO: homuth@kwesst.com
Jason Frame, Investor Relations: frame@kwesst.com 587.225.2599
Forward-Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of KWESST's management and are based on assumptions and subject to risks and uncertainties. Although KWESST's management believes that the assumptions underlying such statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting KWESST, including KWESST's inability to secure contracts and fulfill staffing requirements, statements of work and orders for its products in 2024 and onwards for reasons beyond its control, the renewal or extension of agreements beyond their original term, the granting of patents applied for by KWESST, inability to finance the scale up to full commercial production levels for its physical products, inability to secure key partnership agreements to facilitate the outsourcing and logistics for its Arwen and PARA OPS products, ramp-up of the DSEF Program, consummation of the G7 military digitization contract, overall interest in KWESST's products being lower than anticipated or expected; general economic and stock market conditions; adverse industry events; loss of markets; future legislative and regulatory developments in Canada, the United States and elsewhere; the inability of KWESST to implement its business strategies; risks and uncertainties detailed from time to time in KWESST's filings with the Canadian Security Administrators and the SEC, and many other factors beyond the control of KWESST. Although KWESST has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and KWESST undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its respective Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204219
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